Cheshire Grin
by thesituation016
Summary: No one was hit harder in WW2 than the people who lived in Germany who were considered undesirables by the Nazi's. Her family was taken from her bringing about a change in her that allowed her to fight back, and that was what she did for over ninety years. She laughed, lived, suffered, and most important of all she loved. (Bucky/oc and a very very light Steve/oc.) PLEASE REVIEW!
1. Chapter 1

1931

Thirteen year old Anya clapped and laughed with the rest of her family of the Wild Gypsy Rose Caravan. There was a blazing fire which the dancers where whirling and twirling around while their musicians struck up wild melodies.

"Come on Anya, give us a story." Roland, her uncle who had taken her in after the death of her parents and the violinist, called out. Smiling Anya placed her book, 'Alice in Wonderland', that she had received from her parents before the passed on down on the stoop she had been sitting on and walked up to the fire. It was said that Anya though only thirteen told the best stories and had become the official storyteller of the caravan. She began her story as she always began her stories.

"When people told their past with stories, explained their present with stories, foretold the future with stories, the best place by the fire was saved for the storyteller." Anya smiled as she got a roar of approval that quieted down when she began her story. "This is the story of Sapsorrow…."

'Once upon a time there was a widowed king, who had three daughters. Two were as ugly and as bad as could be, but the third nicknamed Sapsorrow was as kind and as beautiful as her sisters were not. As time passed the King came to find that he yearned for a new wife….'

Anya spun her tale before the captive audience who hung on her every word, watching as she acted out the parts moving around the fire. She reached the end where the prince who had scoured the kingdom for the girl whose foot fits the slipper that was left behind at the last ball had agreed to marry Straggletag when hers was the foot it fit. At this proclamation, her pets stripped away her disguise for good and the two become happily wed.

The caravan erupted in cheers for their story teller, but it was cut short by gunfire ripping through the crowd without warning sending everyone running and screaming. Nazi soldiers ran into the camp, bodies fell left and right as Anya's eyes widened in shock when she saw her uncle running for her only to be shot his blood spraying her. She fell to her knees before him reaching out, but not touching, the last of her family dead.

"By order of the Fuer all undesirables will be eradicated."

Everything went red for Anya as a wild feral roar erupted from her mouth fangs forming and claws ripping out of the tips of her fingers. She stood to her feet facing the Nazi men who starred at her in complete shock.

"It's a demon."

"Kill it!"

They opened fire and her body convulsed wildly as the bullets riddled her body until she fell to her knees then to her side. The men finally stopped firing and one of them walked over kicking her over onto her back and starring down at her. Amber gold eyes sprang open making him stumble back as she stood with rapid speed pouncing on him tearing out his throat with her claws.

The men opened fire again, but she moved with unnatural speed weaving amongst them using her claws and fangs ripping them to shreds, even using their own gunfire against them until their blood flowed mingling with that of her people until no one was left.

She looked around at what she had done then down at her bloody hands in shock, her eyes fell to her book 'Alice in Wonderland' which had fallen open on the ground, the picture of the Cheshire Cat depicted on it. She reached down brushing her bloody hand over the picture leaving behind bloody claw marks before snapped it up and rushed off into the woods.


	2. Chapter 2

1942

Anya spent a lot of time there in the woods trying to come to terms with her new found abilities before traveling from town to town never staying in one place to long. She found that she was physically enhanced in every way; speed, strength, and senses all far above average, she found that she had a rapid healing ability, and her claws and fangs were sharp as knives making her relieved that she could control when her fangs sharpened and when her claws came out. With her new abilities also came her new name, Cheshire, and it was starting to catch on becoming a legend that grew every day.

She had begun to fight back against the Nazis even before America joined the war after the bombing of Pearl Harbor. She attached herself to a band of soldiers always staying in the shadows only interfering when she was needed. It was how she earned her name Cheshire because all the soldiers ever saw of her was a pair of glowing amber eyes and a large grin before she disappeared without a trace.

Sneaking onto army bases was laughably easy for her and today she was walking amongst the soldiers her female tells hidden under uniform, grime, and a hat with her hair stuffed up into it pulled low over her eyes four years since she had come to war. There was some sort of performance going on and she stood at the back watching hooting and hollering with the rest of the men. Then there was Captain America in all his red white and blue glory.

"How many of you are ready to help me sock ol' Adolph on the jaw?" He asked the crowd of battle weary hardened men…silence.

"Bless his heart." Cheshire shook her head.

"Okay. I need a volunteer." The costumed man went on.

"We already volunteered, how do you think I got here?" One man shouted causing a round of laughter.

"Bring back the girls." Another man shouted getting some cheers.

"I think they only know the one song. But, um..." The man looked around uncertain. "Let me...I'll see what I can do."

"You do that, sweetheart."

"Nice boots, Tinkerbell."

"Come on guys. We're all on the same team here." The man tried.

"Hey, Captain. Sign this." A man mooned him then he was pelted by what looked like tomatoes barely giving Captain America time to block it with his shield as he ducked behind the stage and the girls came back out.

Cheshire shook her head walking away from the scene going over to the Colonels tent finding him going over the letters home, the letters no one wanted to see.

"How many?" Cheshire asked making sure to keep her head shadowed by the brim of her hat. Her voice was completely free of its original accent having forced herself to learn to speak with an American accent over the years she had been fighting.

"More than half." Phillips replied not even looking up. "Any ideas?"

"A few." Cheshire replied.

"Odds?" Phillips asked.

"Not so good." Cheshire replied honestly.

"But you'll still try." Phillips stated more than asked.

"Of course." Cheshire said then Captain America stormed in followed by Peggy. She moved off to the side pretending to be working and didn't receive a second glance.

"Colonel Phillips." Captain America called out.

"Well if it isn't the Star Spangled Man with the plan." Phillips greeted sarcastically not looking up from his paper work. "What is your plan today?"

"I need the causality list from Bolzano." He demanded.

"You don't get to give me orders, son." Phillips replied.

"I just need one name. Sergeant James Barnes from the 107th." Captain pleaded.

"You and I are going to have a conversation later that you won't enjoy." Phillips said looking sternly at Peggy who nodded.

"Please tell me he's alive, sir." The Captain pressed. "B-A-R..."

"I can spell." Phillips snapped. "I've signed more of these condolence letters today than I would care to count."

"But..." Captain tried.

"The name does sound familiar." Phillips said. "I'm sorry."

"What about the others?" Captain pressed. "Are you planning a rescue mission?"

"Yeah, it's called winning the war." Phillips replied.

"But if you know where they are, why not..." Captain started again.

"They're thirty miles behind the lines. Through some of the most heavily fortified territory in Europe." Phillips snapped. "We'd lose more men than we'd save. I don't expect you to understand that, because you're a chorus girl."

"I think I understand just fine." The Captain said with an even look.

"Well then understand it somewhere else. If I read the posters correctly, you've got someplace to be in thirty minutes." Phillips said.

"Yes, sir." Captain replied. "I do."

Captain America walked away as Peggy starred at a map on the wall.

"If you have something to say, right now is the perfect time to keep it to yourself." Phillips said going back to his papers. Cheshire watched as Peggy left then casually walked back in front of the table Phillips was working at. "He's going to need help."

"He has it." Cheshire said shooting him a grin before walking away. "The odds just got better Colonel."


	3. Chapter 3

Cheshire had changed into her usual outfit which consisted of a dark brown tailored aviators jacket, a brown button up shirt with the top few buttons undone revealing a dark army green under shirt that tucked into dark brown tight slacks that tucked into a pair of dark brown knee high boots, a pair of tented goggles that hung around her neck, and a dark brown army cap on her head with her hair tucked into it.

As for weapons she had an undisclosed number of knives on her person, two pistols holster on her hips, another pair in a chest holster, and extra ammo clips in her belt. She was all about speed and flexibility so she kept her equipment light.

"You're some kind of crazy dame, you know that?" Howard Stark said eyeing his co-pilot, only two people in the world knew who she was, Howard and Phillips.

"Can't help it." Cheshire grinned with a wink. "Everyone here is mad. I'm mad. You're mad. It's only by chance n' careful planning if you're not!"

"And how do you know I'm mad?" Howard shot her a look of amusement.

"Because you're here, and everyone here is mad!" Cheshire replied as the captain she now knew to be Steve and Peggy came on board. "Ready for takeoff?"

"Ready." Peggy replied eyeing the strange co-pilot whose face was hidden by their cap. "Are you new?"

"Not for the past twenty some odd years." Cheshire replied lowering her voice a bit.

"I meant in the regiment." Peggy said with a sharp look.

"I know what you meant." Cheshire replied.

"Then are you going to answer me?" Peggy demanded.

"Yes." Cheshire replied.

"Wait, yes you'll answer me or yes you're new?" Peggy asked in confusion.

"Yes." Cheshire smiled larger.

"And that is all you'll get out of this one." Howard said as they got the plane going. "Take a seat Miss Carter and we'll be on our way."

Peggy shot one more look at Cheshire before taking her seat then they took off into the air.

-0-

"'Twas brilig, and the slithy toves

Did gyre and gimble in the wabe:

All mimsy were the borogroves,

And the mome raths outgrabe."

"What are you singing?" Stark asked glancing over at her. Peggy and Steve were talking in the back as they flew closer to their destination.

"Didn't you ever read Alice in Wonderland?" Cheshire asked as Howard shook his head at her antics.

"Can't say that I have." Howard said.

"Tragic." Cheshire shook her head in mock sympathy.

"The Hydra camp is in Krossberg. It's up between these two mountain ranges. It's a factory of some kind." Peggy showed Steve on a map.

"We should be able to drop you around the doorstep." Howard called out.

"Just get me as close as you can." Steve replied. "You know you two are going to be in a lot of trouble when you land."

"And you won't." Peggy shot back.

"Where I'm going if any anybody yells at me I can just shoot them." Steve shrugged.

"And they will undoubtedly shoot back." Peggy said.

"Well let's hope this is good for something." Steve said gesturing to his shield.

"Agent Carter." Howard called out to her. "If you're not in too much of a hurry I thought we could stop off in Usurea for a late night Fondue."

Awkward silence.

"Stark is the best civilian pilot I've ever seen." Peggy said looking to Steve seemingly embarrassed by Starks remark. "He's mad enough to brave this air space."

"Told you so." Cheshire smirked at Stark.

"Never said I wasn't, just asked how you knew I was." Stark smirked back making Cheshire snicker.

"I know my own kind." Cheshire smiled.

"We're lucky to have him." Peggy went on.

"So you two? Do you? Fondue?" Steve asked awkwardly. Cheshire shared a look with Stark whose eyebrows had shot up to his hairline. "What about the other guy?" Steve nodded to Cheshire who seemed maybe a size bigger than he was before the serum, making him wonder how he had gotten into the army when he couldn't. "Who's he?"

"I've never seen him before." Peggy replied with a shrug. "This is your transponder, active it when you're ready." Peggy handed him a device. "And the signal will lead us straight to you."

"Are you sure this thing works?" Steve asked.

"It's tested more than you, pal." Howard replied then suddenly the air was lit up with enemy fire attempting to bring them down. Steve stood up strapping on a parachute Cheshire grabbing another and pulling it on as well.

"Get back here, we're taking you all the way there." Peggy called out.

"As soon as I'm clear, you turn this thing around and get the hell out of here." Steve ordered.

"You can't give me orders." Peggy said.

"The hell I can't." Steve said looking at her. "I'm a Captain."

Steve pulled down his goggles and jumped out of the plane.

"Didn't he ever hear of ladies first?" Cheshire said as she walked over to the door taking her cap off letting her long French braid fall out shoving it in the inside pocket of her jacket before zipping up her jacket and pulling on her goggles. "Wish me luck kids."

"You're a woman." Peggy said in shock.

"Nothing gets past you ma'am." Cheshire saluted with her trade mark grin before jumping out of the plane after Captain America before Peggy could stop her.

Enemy fire was all around them as they parachuted to the ground landing amongst the trees. Cheshire got caught in some, but flexing her hands allowing her claws to come cut herself down landing on the ground with a soft thud.

"What are doing here?!" Steve questioned upon spotting the co-pilot who turned out to be a woman.

"Ever hear of Cheshire?" Cheshire said grinning at him as she pulled her goggles off so they hung around her neck again. She also un-zipped her jacket and took out her cap placing it on her head, but leaving her braid hanging out. "Well ta-da."

"But you're a girl." Steve said in shock. Everyone had heard of Cheshire, it was one of the favorite legends floating around the war.

"Yes, I am, gold star Captain." Cheshire smirked with a wink. "Now let's get a move on soldier."

"You could get hurt." Steve said as he followed her.

"I heal fast." Cheshire waved him off as they came outside the gates of the factory. A series of trucks came down the road making them duck behind some bushes.

"I have an idea." Steve said then ran to the last truck Cheshire behind him. They jumped in the back and were greeted by two Hydra soldiers. "Fellas."

They lunged for them, but Steve easily took them out.

"You are one heck of a lulu kid." Cheshire commented as she threw the men out.

"Kid?" Steve looked at her. "I think I'm older than you."

"Not the years it's the miles kid." Cheshire replied then held a finger to her lips when they came to the gate.


	4. Chapter 4

The trucks came to a stop and Cheshire saw the flap about to be lifted, a soldier peeked in and Cheshire wasted no time in punching in through an open door behind him. Steve looked at her in surprise as she jumped out of the back of the truck along with Steve. He motioned for her to follow leading her through some tanks. They used one to gain access to the roof of a building that led to the main compound running along it.

Once inside they made their way to a large room peering in through a door window they saw a guard with his back to them. Steve tapped on the glass getting him to walk over and open the door. Cheshire slammed the door on the soldiers head and Steve punched him in the face before dragging him out into the hall.

They ran in through the door making sure not to be seen as they made their way through the large room filled with machinery. They both took out guns as they went coming upon strange glowing ammo of some kind. Steve pocketed one as Cheshire kept a look out, then she nudged Steve pointing out where the prisoners were kept having heard it from a passing guard.

They snuck in easily enough taking out the prisoner guards quickly and quietly. The prisoners looked up at them in shock as Steve removed the keys from the guard.

"Who are you supposed to be?" One of the prisoners asked.

"Um..." Steve looked to Cheshire who shrugged then tapped his shield. "Captain America."

"I, beg your pardon?" A British prisoner said as they raced down and started to release the prisoners.

"What are we taking, everybody?" A man in a bolar hat said looking down at an Asian looking man.

"I'm from Fresno, ace." The man replied sarcastically.

"There anybody else? I'm looking for a Sergeant James Barnes." Steve said looking around desperately for his friend.

"There's an isolation ward in the factory." The British man answered. "No one's ever come back from it."

"All right. Cheshire take them to the tree line northwest, it's eighty yards past the gate." Steve ordered. "Get out fast, and give them hell. I'll meet you guys in the clearing with anybody else I find."

"You got is Captain." Cheshire said with a salute.

"You're a dame." The bolar hat man said.

"Well that explains some physical differences I've started noticing between myself and the rest of you fine soldiers." Cheshire rolled her eyes as Steve started to walk away.

"Wait." One of the men called out stopping him. "You know what you're doing?"

"Yeah. I knocked out Adolph Hitler over 200 times." Steve said before running off leaving the confused prisoners behind.

"Ok men, move it or lose it." Cheshire said as she started for the exit the men following her.

They raced out the doors attacking the guards and stealing their weapons. Cheshire let out a feral roar as she attacked the guards using her claws ignoring the gun shots she got that healed as quickly as she received them pushing the bullets out.

"Hey lady, watch your back." Bolar hat said getting a glare.

Grinning Cheshire drew her pistols letting loose a barrage of bullets each one finding its mark in a hydra agent. When she ran out of bullets in the guns she flipped them over and used the butts to knock out any of the men who came close as well as throwing in some impressive kicks, moving like the men had never seen before then twirling the guns replaced them back into their holsters.

"Yes sir!" Cheshire saluted with a smirk at bolar hat's shocked face before running back into the fight drawing her knives. She came upon the Fresno man and another who had relived a guard of an impressive weapon.

"You know how to use that thing?" Fresno asked the French man who pulled the trigger blasting a large whole in the side of the building. "Okay."

"This way boys." Cheshire said urging them on. She saw bolar hat and two other men steal a tank clearing the way for the other men. She ran shooting the laser gun that she had picked up rendering the enemy to dust. "Keep moving. Grab those grenades."

Cheshire grabbed a few herself throwing them into some doorways blowing them up, blocking them up.

"Come on." Men called out as Cheshire raced ahead jumping onto the tank.

"Hey, shoot that wall." Cheshire ordered.

"With pleasure ma'am." The black man said doing so and making a way out for them.

"It's just a few clicks that way." Cheshire pointed to the clearing. "Hurry up."

"Are you still giving me orders lady?" Bolar shouted.

"Yes, now turn this tank around and go where I say." Cheshire gave him a hard look. Bolar shot her an annoyed look before doing as he was told.

"And we're going to wait for the man in costume there, for how long?" The British man asked.

"Until he comes." Cheshire replied then leveled him with a look. "And his name is Captain America." Once they made it to the clearing Cheshire got them organized getting the wounded on the vehicles they had managed to steal and started basic triage on the worst cases. It wasn't too long in the clearing before Steve showed up with his friend. Cheshire walked over to them with a smirk and a salute. "The men are out as ordered sir."

"Thanks Cheshire." Steve said with a nod.

"You're a girl." Steve's friend said looking her over.

"No flies on you handsome." Cheshire winked earning a smirk from the tired man. Until suddenly she pulled one of her knives and threw it between Steve and his friend hitting a Hydra soldier in the neck before he could fire his weapon.

"Whoah." Bucky commented, wide eyed. "Where did you find her?"

"She sort of followed me." Steve shrugged.

"You make me sound like a stray." Cheshire huffed as she walked over to the man. "Let's get out of here." Cheshire ignored the looks she was getting pulling her knife from his throat then wiping it off on his uniform then standing up facing the shocked men. "It's a heck of a walk back."

They got all the men organized the ones hurt the worst riding on the vehicles they had stolen the rest walking. Cheshire walked along near Steve her eyes constantly on the watch scanning the tree line just in case of more Hydra stragglers. Cheshire was keeping an eye out around them looking along the tree lines as Steve went around checking on the troops.

"So what brings a gorgeous dame like yourself to these parts?" The man who she now knew to be called Bucky asked as he fell into step next to her. He was clearly in pain and clearly did not want it to show making it all the more obvious to her at least.

"I was born here." Cheshire replied then noticed his look. "I'm often amazed that people tend to forget that it was Germany who first suffered the evils of Hitler and his minions. I was part of a Gypsy caravan that was attacked by Nazi men, I was the only one that survived."

"Sorry." Bucky said sincerely and Cheshire nodded accepting his condolences silently as they kept walking. "So Cheshire your real name?"

"No." Cheshire replied with a smile.

"You going to tell me your real name?" Bucky asked finding her smile contagious.

"What's in a name? That which we call a rose by any other name would smell as sweet." Cheshire replied.

"So I'll just have to figure it out myself, I like a challenge." Bucky grinned.

"I like a man with determination myself." Cheshire flirted back as they continued on with their march, Captain America coming back to the front walking with them. "It'll take a bit of time to walk back to camp barring obstacles."

"We'll make it." Steve said in confidence.

"I know a way that leads near a river that runs along an old caravan road, no one but gypsies know about it and if we follow the river up-stream it will lead us to camp." Cheshire offered. "It'll take about a day to get there as long as we can march at least three miles an hour and keep the stops to a minimum."

"Sounds good, lead the way Cheshire." Steve nodded.

"This way Captain." Cheshire pointed out the way leading them along the old worn road that the forest had started to overgrow upon, reclaiming it as its own again. They marched through the whole day and just as Cheshire said they finally reached camp where they were greeted by the other soldiers relieved to see their comrades returned.

"Some of these men need medical attention." Steve said saluting Phillips as he walked up to them. "I'd like to surrender myself for disciplinary action."

"That won't be necessary." Phillips replied

"Yes, Sir." Steve smiled as Phillips looked to Cheshire.

"So the cats out of the bag." He commented with a hint of a smile.

"Ha, ha you're so funny." Cheshire deadpanned, though she couldn't hide her smirk.

"Faith, huh?" Philips looked to Peggy before walking away.

"You're late." Peggy said walking up to Steve.

"Couldn't call my ride." Steve showed her the broken homing device.

"Hey!" Bucky called out. "Let's hear it for, Captain America."

The crowd roared with approval surging around him. Cheshire smiled as she slipped back through the crowd. Bucky turned to also include her in the celebration, but found that she had disappeared without a trace. He stuffed his hands into his pockets with a sigh, but then pulled out a piece of folded paper quickly opening it and smiling as he read.

'See you around handsome.'

XX- Cheshire


	5. Chapter 5

Cheshire sat toward the back of the bar laughing with some of the men, none of them recognizing her out of her fatigues. She wore a dark blue dress with cap sleeves, a sweetheart squared top, a thin black belt around the empire waistline, pencil skirt down to her knees, and a pair of black t-strap heels. Her long dark brown hair that shimmered burgundy hung down in soft waves, the right side pinned back by a clip while the left was free to fall over her eye.

She was casually listening in on the Captains conversation with some of the men they'd saved as she sipped on her drink.

"So let's get this straight. We barely got out of there alive, and you want us to go back?" Dum Dum asked.

"Pretty much." Steve shrugged.

"Sounds rather, fun actually." Montgomery said then Jim burped.

"I'm in." Jim said. Jacques started to talk rapidly in French.

"We're in." Gabriel said for himself and Jacques.

"Hell, I'll always play." Dum Dum said. "But you gotta do one thing for me."

"What's that?" Steve asked.

"Open a tab." Dum Dum replied and Steve nodded walking over to the bar. "Well that was easy."

"Another round." Steve told the bar tender.

"Where are they putting all this stuff?" The barman said walking away to fill the orders.

"There is a tavern in the town…" The men started to sing as Cheshire watched Steve walk over to the quieter part of the bar.

Cheshire listened to the singing as she thought over her next move. She had always avoided joining a group or staying in one place to long, but this Steve guy, he just might be someone she should stick with, plus where he was going she was sure Bucky would be there to, an added bonus to be sure.

She felt her ears twitch as the singing came to a stop and looking up she spotted Carter in a stunning red dress looking around the room spotting Cheshire who nodded to the back room knowing who she was looking for. Carter nodded with a smile before walking over Cheshire following, but keeping her distance.

"Captain." Peggy greeted Steve who stood up with his friend.

"Agent Carter." Steve replied.

"Ma'am." Bucky added with a nod.

"Howard has some equipment for you to try." Peggy said facing Steve barely giving Bucky a glance.

"Tomorrow morning." Steve said.

"Sounds good." Peggy nodded. "I see your top squad is prepping for duty."

"You don't like music?" Bucky asked.

"I do, actually. I might even, when this is all over, go dancing." Peggy gave Steve a significant look.

"Then what are we waiting for?" Bucky asked.

"The right partner." Peggy gave Steve another significant look. "Pay attention, Captain."

"Yes, Ma'am." Steve nodded. "I'll be there."

Peggy gave him once last nod before leaving the way she came.

"I'm invisible." Bucky said as he and Steve sat back down at the bar. "I'm turning into you. It's a horrible dream."

"Don't take it so hard." Steve clapped him on the shoulder. "Maybe she's got a friend."

"If she doesn't I don't mind filling in." Cheshire smiled as the men heads snapped over to where she was sitting casually having moved to take the seat while they were focused on Carter.

"Cheshire." Bucky said his eyebrows shooting up as he looked over the gorgeous woman that had been hidden under those fatigues. He had seen that she was pretty despite the male clothes she wore, but her in a dress was wow.

"Didn't know I cleaned up so well huh Sargent?" Cheshire teased.

"I'll say." Bucky mumbled, eyes wide making her grin.

"Better close up your mouth soldier, might swallow a fly." Cheshire grinned as Bucky's mouth snapped closed. "So this offer you made to those men, mind if I join in?"

"It'll be dangerous…" Steve started.

"The ice of which you are upon is very dangerous and thin Captain." Cheshire gave him a look, her eyes flashing. "You've seen what I can do, you either want me in or not. I do not beg."

"She's got my vote." Bucky commented quickly getting an amused look from Steve. "You saw her take out that guy who followed us not to mention she knows the terrain like no one else."

"Flattery will get you everywhere, Sarg." Cheshire smiled to Bucky who grinned back.

"Not sure how the others will take it, but I'd be honored to have you fight with us." Steve said sincerely.

"Thank you Captain, and don't worry about the others, I have a way that just seems to win people over." Cheshire winked before walking back into the main bar and over to the men as Steve and Bucky watched. She talked to the men who looked less than enthusiastic about her joining them, but a few more words later they all raised their glasses with a cheer making her grin as she walked back over to the Captain and Sargent. "See no problem."

"What did you say to them?" Bucky asked.

"It's a secret." Cheshire winked tapping the side of her nose.

Cheshire became the only female member of the howling commandoes taking care of their reconnaissance and was able to sneak into any HYDRA base getting entail and details useful to the allies before blowing the facilities up.


	6. Chapter 6

Cheshire silently made her way over the fence the search light barely missing her as she darted into the woods. She had on her ever present aviators jacket that now sported the Cheshire cat on the back of it in black part way through fading grinning madly with yellow eyes and underneath that embroidered black in cursive were the words 'We're all mad here'. It had been a gift from the guys when they found out it was her birthday thanks to Phillips; they had nabbed her jacket while she was asleep and had it done for her.

The Howling Commandoes were quickly becoming Cheshire's new family making her more protective of them than ever and them of her in return. She headed to a small clearing where the howling commandoes were waiting for her, hearing them before she came to them.

"She should have been back by now." Bucky said as he paced back and forth.

"She'll be fine Bucky, she hasn't failed us yet." Steve remarked surprised at his friends actions, he had never seen him so worked up over a dame in his life.

"You got it real bad kid." Dum Dum said with a chuckle.

"Got what?" Bucky looked to him.

"Vous aimez Cheshire , probablement même l'amour ." Jacques said spouted of with a grin.

"What?" Bucky looked to Gabriel.

"He said that you like Cheshire, probably even love and I think he's right." Gabriel said making Bucky's ears go red as Cheshire felt her heart skip, but she had no time to think about that now. She ran into the clearing skidding to a stop gaining their attention.

"Are you ok? What took you so long?" Bucky started in on her.

"I'm fine, I had to lay low for a bit and let some guards pass me." Cheshire answered easily.

"What's the report?" Steve asked.

"Heavily guarded, five look out towers; guards walk the perimeter every five to seven minutes in pairs. I found a blind spot on the northeast wall and the closest guard is due to switch off. I have it on good authority that his replacement will be late. He's tied up at the moment…in a closet... gagged…possible concussion." Cheshire grinned as the men laughed, by now used to her antics.

"Let's move out then, good work Cheshire." Steve said and the men got ready. Bucky walked over to Cheshire who was checking over her pistol.

"You know we might not make it." Bucky commented getting a smile from Cheshire.

"You always say that." Cheshire shot back falling into the conversation they seemed to have before any mission.

"I'm just saying, a name would be nice." Bucky said with a shrug. She gone on many missions with the commandoes and they were always filled with casual flirting between her and Bucky. "How about a deal, after we're done here, I'll take you out for dinner and dancing."

"Are you asking me on a date?" Cheshire asked in amusement as she looked to him surprised to see that his face was serious instead of joking as it usually was when they had this banter. "You're really asking me on a date?"

"I am." Bucky nodded stepping closer. "What do you say?"

"Anya." Cheshire had said with a soft smile as Bucky grinned. "My name is Anya."

"Anya, I like it, so how about it Anya?" Bucky asked taking her hand in his. "You wanna paint the town with me?"

"I'd love to." Cheshire smiled and her face erupted in a dark blush when he leaned forward kissing her cheek.

"Come on guys, let's move." Steve called out leading them into battle taking down the compound, just like they had all the others.


	7. Chapter 7

Cheshire looked at herself in the mirror running a hand through her neatly combed hair then ran her hands down the simple plum purple dress she wore. It was of a simple style with a v neck collared top, loose capped sleeves, fitted down to her waist, a swing skirt, and a pair of black heels.

They had some down time in the town near base and Bucky had wasted no time in setting up another date with her. Every time they had some time on their hands which was usually few and far between they spent it together, either just the two of them or with the rest of the Commandoes.

Bucky had said tonight was going to be special so Cheshire had borrowed a dress from Peggy for the occasion. There was a knock on the door of the room she shared with Peggy when she was there and walked over opening it.

"You look great." Bucky grinned as he looked her over.

"You don't look half bad either Sarg." Cheshire smiled as she looked over the dashing figure he cut in his dress uniform, his cap tilted jauntily to the side.

"Ready to go?" Bucky offered his arm.

"Thought you'd never ask." Cheshire replied looping her arm with his. He took her out to his bike and helped her on before taking his seat then rushing down the street heading to the pub favored by the commandoes, but instead of joining the others at the bar he led her to a back room that had been set up with dinner for two.

"Madame." Bucky pulled out her seat for her before taking his own at the small round table grinning the whole time.

"Thank you sir." Cheshire grinned. She watched him as he walked over to the other seat one of her eyebrows raised at his obviously hyper state.

"What?" Bucky asked noticing her look.

"You're up to something." Cheshire commented.

"Usually." Bucky replied with a shrug.

"That's one of the things I like about you." Cheshire smiled as Bucky grinned back.

They began to the eat talking of on a wide range of subjects until the food was gone and the candles were burning low. The table had been cleared and Bucky had taken hold of her hands on the table rubbing circles on the back of them with his thumbs. Cheshire enjoyed the tingles that shot up her arms at the contact her own fingers rubbing circles on the inside of his wrists providing him with his own electric sensations.

"You look so beautiful." Bucky said earnestly out of the blue making Cheshire duck her head with a blush.

Bucky released one of her hands sliding it under her chin making her look up at him their eyes locking. It looked like Bucky wanted to say more, but couldn't find the words so instead he leaned across the table kissing her softly on the lips, their first kiss together. It was soft, sweet, and full of so much tender love that it left them both feeling heady with happiness.

"I have something for you." Bucky said reaching into his pocket and pulling out a small package of brown paper tied with twine.

"Bucky you didn't have to." Cheshire said as he pressed the gift into her hands.

"But I wanted to so open it up." Bucky smiled as Cheshire did so revealing a simple plain gold oval locket with a J and an A entwined with a heart crudely but lovingly engraved on it, obviously hand done by Bucky himself. Opening it up she found a small hand drawn picture of herself held in Bucky's arms behind glass obviously done by Steve.

"Oh Bucky, it's beautiful." Cheshire said in awe as Bucky stood up gently taking it from her and securing it around her neck. Cheshire swiftly stood up wrapping her arms around him in a tight hug which he happily returned.

"I'm glad you like it." Bucky said resting his head on top of hers just enjoying just holding her close.

"I'll never let it go." Cheshire said as she nuzzled into his embrace.

"The locket or my heart?" Bucky asked making her look up at him.

"Both." Cheshire smiled standing up on her tip toes and kissing him.


	8. Chapter 8

The Howling Commandoes stood on a snow covered cliff overlooking a train track, the wind blowing rapidly around them.

"Remember when I made you ride the Cyclone on Coney Island?" Bucky commented to Steve.

"Yeah, and I threw up." Steve replied.

"This isn't pay back, is it?" Bucky asked looking at him out of the corner of his eye.

"Now why would I do that?" Steve smirked.

"You were right, Doctor Zola is on the train." Gabriel told them as Jim worked the comm. system. "Hydra dispatcher gave him permission to open up the throttle. Wherever he's going, they must need him bad."

"Let's get going because they're moving like the devil." Montgomery said.

"We only got about a ten second window." Steve commented as they got ready. "You miss that, window. We're bugs on a windshield."

"Mind the gap." Cheshire smirked.

"Better get moving bugs." Dum Dum added the Montgomery counted signaled each one to jump racing along the wire toward the train.

Cheshire landed on top of the speeding train digging her claws into the top in order to maintain her balance. As soon as she was steady she raced along the top of the train to the front, Gabriel not far behind. She slipped between the engine and the second car kicking a man off the train that was guarding the engine then Gabriel jumped down forcing the door open.

Cheshire drew both of her guns taking out she raced into the compartment shooting another guard and pressing her un-fired gun directly between Zola's eyes.

"Dass du hier bist Arzt." (Fancy meeting you here Doctor.) Cheshire grinned fully, her fangs bared and eyes flashing causing Zola to go pale as he shook in fear. "Stop the train now or I'll shoot you, starting with your feet then moving up."

Zola quickly stopped the train just in time to come to their designated stop. The rest of the Hydra troops had been taken out and the commandoes were grouping back together.

"Where's Steve and Bucky?" Dum Dum asked when they didn't show.

"I'll go find them." Cheshire replied heading toward the back where a large gash had been ripped into the side of one of the cars. She hopped in looking around and found Steve sitting against a wall tears streaming down his face. "Steve?"

"He fell." Steve said starring ahead. "He fell and I didn't catch him."

"Steve, what the heck are you talking about?" Cheshire demanded as she kneeled down in front of him, her heart racing painfully in her chest.

"I'm sorry Cheshire." Was all Steve had to say for Cheshire's world to once again come crashing around her.


	9. Chapter 9

Late 1945…

Cheshire slipped into the compound with her usual ease making her way through the halls hands stuffed into her pockets her posture hunched humming 'Again' by Lionel Newman to herself, she always hummed that song when she thought of him.

When Bucky had fallen she had gone into a deep depression made worse by the death of Steve lost crashing a plane into the frozen waters of the north. She had held Steve in high regard and counted him amongst her few friends and Bucky, she was not ashamed to say that she had fallen completely in love with him, but now he was gone, they both were.

Shaking her head of the past she focused on the present where she had learned of a mutant who was being kept there for experiments performed by one Dr. Klaus Schmidt no relation to Johann Schmidt amazingly enough. While the rest of the army was taking care of the outside of the Concentration Camp while Cheshire came to where they were keeping the mutant boy killing guards as she went.

Coming to a heavy plastic door she cocked her head to the side before slamming her foot into it breaking it off its plastic hinges. She heard a terrified yelp as she entered the plastic room where she saw a boy pressed up against the corner of the room. Cheshire walked over to him kneeling down with a smile.

"My name is Cheshire and I've come to take you away from this place." Cheshire said holding out her hand. The boy looked at her in wonder before launching himself into her arms. She hugged him back, but the sound of approaching guards sent her moving. "Come on kid."

She piggy backed him out of the facility at a break neck speed dodging enemy fire and other guards as they battled with the allies that had also infiltrated the compound until she was out and into the woods. She ran over to where she had hidden her motorcycle placing the kid into the sidecar. She jumped on revving the engine and shooting out of there.

"So what's your name kid?" Cheshire called out over the wind.

"Eric Lensherr." Eric replied as the sound of other motorcycles coming up behind them reached their ears.

"This is real bad news, stay down kid." Cheshire ordered, but the boy had other ideas. He turned in his seat and stretched out his hand his face a picture of concentration and anger. Suddenly the bikes were tossed back by an invisible wave causing a domino effect. "Nice going Ace."

"He taught me how." Eric said slumping back into the sidecar seat.

"I'm sorry you had to go through that Eric, the world is not always kind to beings like us." Cheshire said as they were able to slow down.

"You're like me?" He looked to her.

"I am." Cheshire said smiling at him showing her fangs. They traveled for hours down various roads and back ways before Eric spoke again.

"Where are you taking me?" Eric asked.

"To an army facility that will take care of you until they can find you a home." Cheshire replied.

"Will you stay with me?" Eric asked hopefully.

"I wish I could kid, but there are a lot more people out there that need to be rescued." Cheshire said Eric nodding in understanding as she pulled into an army base camp going straight to the command tent. She got off her bike looking to Eric who seemed hesitant. "Come on Eric, it will be ok now." Eric climbed out and took her hand as she led him into the tent. "Colonel Phillips."

"Cheshire, I see you have a friend." Phillips looked down at the kid.

"He was the only one in the camp left the rest have been freed, take good care of him." Cheshire said with a small smile.

"Does he have any family?" Phillips asked.

"Kraus killed my mother, my father died before we were captured." Eric said, anger and sadness playing along his features.

"We'll take him to the refugee facility in the town nearby, that's where the others are going, get him set up." Phillips said motioning over one of the soldiers. "Take him to get something to eat and a place to rest."

"Yes sir." The soldier said walking over to Eric who looked fearfully at Cheshire.

"It will be ok Eric, they will keep you safe. I'll even find you to check up on you from time to time ok, I promise, cross my heart." Cheshire said drawing a cross over her heart with her left ring finger. Eric nodded with a bit of a smile and went with the guard leaving Cheshire and Phillips alone. "How's Peggy?"

"Recovering." Phillips replied. "Didn't see you at either of the honoring ceremonies."

"I was busy." Cheshire replied with a dark look as she ran her finger tips over the gold locket that Bucky had given her, the guilt of not being there when they needed her eating away at her heart, but refusing to give in. "Going to a ceremony when the caskets were empty seemed a waste of time when I could stay here liberating camps and weakening Nazi defenses."

"They say the wars almost over." Phillips commented.

"Seems that way." Cheshire nodded crossing her arms.

"What will you do?" Phillips asked looked at her.

"I don't know yet, but it'll be fun to find out." Cheshire smirked sadly. "Catch you later Colonel Phillips and say hi to Peggy and Howard for me."

Cheshire saluted then turned on her heel exiting the tent and driving off on her motorcycle.


	10. Chapter 10

1966…

Cheshire who now had long loosely curled dark brown hair that shimmered burgundy and light amber gold eyes wearing bohemian style crop blouse, pants, and sandals sat cuffed in the back of a large hummer van surrounded by six men four in customized fatigues. All of the men were covered in various wounds; bruises and claw marks covered the skin left un-protected by their clothes which also had claw marks in them.

Looking at Cheshire you would find it hard to believe that she had been born back in 1918 making her forty eight years old and looking like she was in her early twenties, it was all thanks to her mutation, a blessing and a curse. When the war ended she traveled to America hoping to find peace and did for a time, but then these men came and took her away.

"Turning on your own kind, what kind of twisted monsters are you?" Cheshire hissed barring her pointed cuspids and slightly longer pointed bicuspids.

She had spent the last twenty one year's adjusting to the fact she did not age and traveling the world learning whatever interested her. She had been in the states when she had been nabbed by this lot of misfits and traitors to their own kind.

"Hey babe, it's all part of the job." The sword wielding man said with ease.

"And is that what helps you sleep at night? It's the job, ha!" Cheshire scoffed rolling her eyes. "The only one it's a job for here is the suit. Muscles, shorty, and the cowboy clearly money, you on the other hand are in for the pleasure of causing others pain."

"Cut it out." The cowboy snapped unnerved by her words. Her amber brown eyes darted over to him flashing as her grin grew.

"Guilt's a funny thing, no matter how they try to squish it down it always seems to wiggle its way back up into the forefront of your mind." Cheshire went on. "Takes an off mind to really be able to bury it deep where it never sees the light of day."

"Does your guilt see the light of day?" The short one asked not meeting her gaze.

"All the time." Cheshire answered staring at him, her golden eyes blazing. "I was born almost fifty years ago, tends to creep up on you."

"Looking good for almost fifty." The cowboy muttered glancing at the woman who looked like she was in her mid-twenties.

"Sweet talker." Cheshire smirked then started to sing as everyone, but the mouth gave her uneasy looks. "Somehow you strayed and lost your way, and now there'll be no time to play, no time for joy, no time for friends - not even time to make amends. You are too naïve if you do believe life is innocent laughter and fun."

The car they were in came to a sudden stop and the back doors flung open revealing soldiers with guns at the ready. She was pushed out her hands cuffed behind her and forced into laboratory on the Island still grinning from ear to ear even as she was forced into a prison uniform then shoved into her cell.

Only when the guards were gone did her smile fade into a frown as she looked around herself at all of her fellow mutants, all crying and screaming in pain and misery. She found herself back in World War Two, the darkness coming back to haunt her full force, the screams of the dying and the faces of the dead haunting her.

She looked down at the locket that remained around her neck, but she knew that they would take it and she couldn't stand the thought. Biting her lip she rolled up her pant leg revealing her thigh and used the claw of her index finger to cut deeply into her flesh. Once the cut was big and deep enough she slipped the locket into the gash and watched at it healed over concealing and discarded the chain. She started to softly sing 'Again' by Lionel Newman to herself bringing her a measure of comfort.


	11. Chapter 11

Years passed and different experiments were performed on Cheshire to see just how far they could push her limits. She had no shame when she screamed out in pain or cried herself into delirium, the closest she could come to an unconscious state. She was wracked with all manner of hallucinations, mostly those of the Howling Commandoes, Steve, and more than anyone else Bucky.

They discovered her enhanced physical abilities, stamina, and her healing factor all of which intrigued them greatly. They trained her as well trying to turn her into the ultimate weapon, they tried to force her to attack other mutants in her training, but she never did, enduring her punishment when she disobeyed every time.

She was there in 1968 when two new members joined the weapon X team, a big man cat and a shorter man with three claws that came out of the back of his hands. She was put up against the man cat who called himself Victor Creed and for once she fought. They each would have been dead mulled beyond recognition if it wasn't for their healing factors. The shorter one, James Howlett refused to fight with her at all.

She was still imprisoned when the separation of Team X occurred five years later in 1973 starting with James then John Wraith, Fred Dukes, and Chris Bradley only Victor Wade and Zero seemed to stay on.

After their departure they said that she was going to be a part of a series of experiments. They wanted to perfect the procedure they had been devising and she was the exact candidate for the job, so here she was, drugged into complacency as one of the technicians fastens a breathing tube, connected to an oxygen tank, to Cheshire's mouth before submerging her in the cold water.

The technician clamped Cheshire's wrists and ankles into place with stainless-steel shackles bolted to the Plexiglas walls. Cheshire's eyes are open as she watched the robotic arms swivel into place, poised above her like a gang of metal vipers.

She didn't have the energy to care and if this was her end then she welcomed it. She'd been living for too long without any purpose what so ever, it left her angry and tired. It might be time for her to go to sleep now after sixty one years of living watching the world grow old while she remained the same.

She lay underwater, watching as the robotic arms descend toward her. The needles beginning to spin at a high speed, like massive power drills. They churned the water when they entered then the needles entered her body.

She screwed her eyes tight against the pain her teeth grinding as she writhed in the tank. Twelve long needles drilled into her bones, including her skull. She spasmed in the tank like a woman being electrocuted thrashing, her convulsions increasingly violent then her eyes rolling back in their sockets. The water in the tank begins to steam.

Cheshire's muscles coiled and uncoiled as Adamantium claws burst from her fingertips about an inch long each tenting the shimmering water red. Crazed with pain, her body all at once tensed then went limp as the drills removed themselves from her body. The technicians ran over to her raising her limp body up and confirming that she lived.

For the next six years he used her as his weapon, hunting down and capturing her own kind killing those who stood in her way. The chemical he used burning as it was dripped on the back of her neck, still raw, a new formula that was still in its testing phase with her as the guinea pig. It had to be administered hourly or it would wear off, but her handlers became careless and had become lax in her injections.

It was a routine job where she had turned against her handlers to save a small white hair African girl who could control the weather. They had riddled her with bullet holes as the little girl ran. She viciously attacked her handlers until the strain became too much for her and she collapsed seemingly dead.

-0-

They brought her back to the Three Mile Island facility not long after they had perfected the same experiment they had used on her on Wad Wilson and James Howlett and was left on an operating table back at the as the emergency alarm went off sending everyone scurrying. James had come back and was releasing all of the mutants. The wounds Cheshire received slowly began to mend until there was nothing left. Cheshire slowly opened her eyes making sure to keep her breathing unnoticeable, her ears ringing as sirens blasted.

She sat up her hand reaching to the back of her neck where she felt a small circular scar making her growl in anger. Finding the room empty and swung her legs off her feet hitting the floor as she padded over to the doors where she could hear rapid foot falls.

Peeking out the door she saw soldier running by and waiting for the one at the end she grabbed him pulling him into the room grabbing his weapons and throwing then across the room. When he made to attack her she pinned him up against a wall glaring at the terrified man with a glint in her eye holding him by his throat.

"Hello, as you can see I have absolutely nothing to wear so either disrobe or you'll see what these babies can do to your pretty little face." Cheshire said with a wicked grin as her new adamantium claws lightly scratched his skin across his cheek.

"Please, just don't kill me, please…" The guard was young and terrified quickly doing as he was told throwing her the clothes. She held them bundled up under one arm as she walked up to him. "Please…"

"I wonder how many mutants begged you for their lives, how many was I forced to kill while men like you stood by and doing nothing." Cheshire said with a cock of her head causing him to whimper and close his eyes in fear, then she punched him across the jaw knocking him out. "Lucky for you I have a choice now."

She pulled on the black pants, boots, and long sleeved shirt followed by the black jacket then she grabbed his weapons completing the look by pulling on his cap stuffing her hair up into it. She stepped out running with some guards leaving the young man hog tied with some sheets. They came to the end of the hall where the prisoners had been kept. Cheshire eyes the claw marks doing down the length of the cages thoughtfully.

"They're getting away!" One of the guards yelled spotting the mutant prisoners.

"Here's a riddle: When is a croquet mallet like a billy club? I'll tell you…" All of the soldiers turned to her with a mixture of surprise and fear when they saw her wicked grin, her cuspids and bicuspids becoming pointed, the bicuspids slightly longer than the cuspids and eyes blazing like fire. Cheshire whacked the soldier in the back of his head with the butt of her gun before turning and shooting the others. "Whenever you want it to be!"

She smiled wildly tearing the hat from her head letting her hair fall loose before turning and following the other mutants remaining far enough behind so they wouldn't see her, but close enough to pick off other soldiers that tried to stop them. She watched as the kid that had just come in raised the visor they had over his eyes releasing a concussive blast of red light while a blonde woman turned to diamond blocking bullets.

"Go, go now!" Cheshire ordered them, as she raced in front of them laying down more cover fire.

Taking the opportunity they all ran down the halls toward an exit following the boy with the glasses. They finally burst out of the door at the end of the hall where she saw a bald man standing waiting for them. The man looked to her as the others ran over to him, but instead of following she darted off into the woods like she had done so many years ago, using the peace of the wild to come to terms with what she had been forced to do.


	12. Chapter 12

2000…

Light amber gold eyes flickered around the streets on a constant watch for anything that meant the woman who belonged to the eyes trouble. It was a common habit, one she had had for years made worse by her nightmares of World War Two and the thirteen years when she had been captured, the tortures and pain she had endured often coming back to haunt her in the night along with the wailing screams of the long since dead. Her fingers grazed her most prized possession, her locket, that was around her neck as she hummed 'Again' by Lionel Newman lost in thought.

She adjusted her knit pink purple and grey scarf that went well with her long black trench coat, black long sleeve shirt, black skinny jeans, and a pair of black boots. Her curly dark brown hair that shimmered burgundy was now cut to ear length perfectly framing her face. Her hand reached under her scarf resting over her locket that she had managed to keep hidden when imprisoned which was nothing short of a miracle, or it would have been if she believed in those types of things.

She shoved her hands deep into her pockets with a tired sigh passing through her lips ending in an annoyed sigh. She hated nights like this, when her memories became too much keeping her from sleep, it very nearly drove her completely over the edge. She had a lot of baggage with her, eighty two years of it in fact and they had not always been kind years in the least.

"Come on little girl, we just want to play." Cheshire heard a man say and turning to look down the alley she was passing she saw four apparently homeless men closing in on a little scruffy looking girl who could not have been more than six. Her eyes were darting around fearfully and whimpers escaped from her as she pressed herself against the dead end the men getting closer. "Come with us, we'll have some real fun."

"No." The little girl whimpered as Cheshire strolled into the alley the cornered girl's eyes instantly spotting her as she went past then men sending her a wink before she turned on her heal facing them men.

"Now, now boys. This is no way for people to act, it's just not civil." Cheshire said wagging her finger at them.

"Who are you?!" One of the men snapped as they surrounded her.

"Who in the world am I? Ah, that's the great puzzle." Cheshire replied with a wide grin showing her teeth, the cuspids and bicuspids becoming pointed, the bicuspids slightly longer than the cuspids.

"It's a freak." One of the men cried out as they all ran out of the alley knowing better than to mess with a mutant.

She then turned back to the little girl they had cornered seeing her still pressed up against the wall breathing hard, tears streaming down her face as she starred up fearfully at Cheshire.

Cheshire cocked her head to the side as she kneeled down to her eye level. The little girl had long pale blonde hair streaked with grime and large lavender blue eyes. He clothes had obviously seen better days and her skin was covered in dirt. Cheshire knew right away what kind of treatment she had received to make him so un-trusting. She had seen the same looks on the faces of the people escaped from the concentration camps and when she got out of Three Mile Island it was the same look she had adopted.

"Hello." Cheshire said softly, but the girl cringed back. "It's ok, I'm not going to hurt you, cross my heart." Cheshire said crossing her heart with her left ring finger, something she did whenever she made a promise. "Where's your family?"

"They didn't want me anymore, they said I was evil." The little girl mumbled.

"Why would they say that?" Cheshire asked cocking her head to the side. The little girl eyed her for a moment then Cheshire nearly felt her mouth drop when the girl's skin changed into glow in an iridescent light.

"They said I was a freak." The little girl mumbled as she tucked some of her hair behind one of her pointed ears while her skin turned back to normal.

"No you're not." Cheshire said surprising the girl, then held out her hand showing her claws. The little girl looked at them wide eyed as Cheshire retracted them. "My name is Cheshire, do you have a name?"

"Alice." The girl stuttered out surprising Cheshire, what were the odds?

"The Alice?" Cheshire asked with a grin and the girls eyes lit up as she smiled as well.

"Yes, the Alice." Alice said with a nod.

"Well then this is a cause for celebration, don't you think? It's not every day I get to meet the Alice. How about we go home to my house for some dinner?" Cheshire said holding out her hand. The little girl shot up and ran right into Cheshire nearly knocking her over as she hugged her around the neck. Cheshire blinked in surprise before slowly hugging the little girl back as she stood up picking Alice up as she did. "Come on Alice, let's go home."

Cheshire began to sing her song lolling Alice into a comforting sleep as she carried the little girl home, unaware of just how special she was.

In the years that came Cheshire found that Alice had the ability to manipulate solar energy meaning she was able to absorb solar radiation and convert it into a unique energy type which she could manipulate for various uses such as light energy blasts, she was able to propel herself into the air leaving a rainbow-like trail behind, solar radiation absorption meaning she can utilize it for physical strength giving her the superhuman ability to augment her physical strength to the limit of lifting 50 tons, as well as fire and heat immunity. Her powers were stronger related to her exposure to sunlight.


	13. Chapter 13

2012…

Cheshire walked down the street humming to 'Again' herself as she made plans to pick Alice up from school since her car was in the shop, transmission trouble. After she picked her up she'd have to take her to the shop to pick up said car. Her hands were shoved deep into her pockets and a tired sigh passed through her lips followed by an annoyed sigh at the inconvenience.

She wore a black leather half jacket, a maroon and black striped long sleeve dress that reached her thighs, black tights, black skinny scarf, and a pair of black scrunch boots. Her curly dark brown hair that shimmered burgundy was still cut to ear length.

"New York is under attack by Aliens." Someone shouted pointing to some TV's in a shop window. Cheshire nearly swallowed her teeth as she watched various super heroes of earth battling aliens, but more importantly that Captain America lead the team.

"Isn't that Captain America?" An elderly man pointed out.

"They must have passed on the title." Cheshire mumbled, but someone had gotten a shot of him without his mask and there was no doubt that she was looking a Steve Grant Rogers. "Steve!"

Cheshire stood stalk still watching the attack in complete shock until finally it all seemed over, the portal was gone along with all of the aliens. Cheshire turned on her heel pushing through the crowd and running down the street to where she had parked her bike. She sent a quick text to Alice telling her to take the bus, it was an emergency.

Not even bothering to stop by her apartment she rode her motorcycle all the way to New York, four hours of hard riding, as she said she found a way in quit easily. She weaved through the disaster zones, images of past wars flashing in her mind, before she finally reached Stark tower. She rushed into the foyer and over to the elevators pressing the button rapidly.

"I'm sorry miss, but you are not authorized to access the elevator." A voice said from the ceiling.

"I need to see Steve, where is he?" Cheshire demanded. "Tell him it's Cheshire."

"I will inform him, but you must wait here." The voice said.

"Just let me see him!" Cheshire nearly yelled and started banging on the elevator door when it suddenly opened revealing a battle worn out Steve. He wore a sweat shirt, sweat pants, and tennis shoes, it was apparent that he had recently received first aid if the bandage on her head was anything to go by,

"Cheshire?" Steve looked shocked and she was sure she had the same look.

"It's you, it's really you." Cheshire said then found herself pulled into a tight nearly bone breaking hug both of the laughing.

"How?" Steve held her at arm's length a large grin covering his face.

"It's an extremely long story covering sixty seven years, what's your excuse?" Cheshire replied

"Same, it's a long story." Steve said shaking his head.

"I'm sorry I wasn't there when you needed me Steve." Cheshire said with a sad smile.

"You were where you needed to be, I read some reports that named you as the main reason that secret concentration camps were found and taken out." Steve said with a sad smile wincing slightly then spotted the locket hanging round her neck. "You kept it."

"Always." Cheshire smiled softly as she ran her fingers over the locket then gave him a concerned a look. "Do you need to sit down or something? You look a little roughed up."

"Yeah, had a bit of a tussle." Steve said motioning for her to follow him back into the elevator pressing the button for the right floor.

"I saw, sorry I couldn't help out." Cheshire said as the doors closed behind them and they started up.

"It went alright and we had a lot of help. Vanessa Stark has a lot of connections." Steve said as the elevator stopped and the doors opened into what remained of the living room.

"They really did a number on the place." Cheshire commented.

"Yeah, but Tony should have it fixed up in no time." Steve said leading her over to where the couch was.

"So how did you get here? Last I heard you did a nose dive into frigid waters." Cheshire said as they sat down.

"I froze in the ship, but the serum kept me alive until they found me so here I am." Steve shrugged. "What happened to you? How are you here?"

"Well after the war I focused on making sure that the mutants that had been in concentration camps found places where they could be safe I watched over them making sure no one harmed them again. I went around uprooting a few Hydra and Nazi weeds that refused to die out as well." Cheshire said with a shrug. "By the time the fifties rolled around I began to notice I didn't age as I should have, that was a shock."

"I'll bet." Steve nodded.

"Yeah, I spent the fifties and early to mid-sixties wondering around the world picking up things here and there from different cultures and ended up in Chicago, that's where they found me." Cheshire said darkly.

"They?" Steve prompted when she fell silent.

"I was captured by a man called Stryker with an axe to grind against mutants." Cheshire said and held up her hand her adamantium claws coming out of the tips of her fingers, Steve's eyes widening in shock. "He held me captive for thirteen years, wanted to turn me into a weapon and managed it for six of those long years."

"Cheshire, I'm so sorry." Steve said taking her hand as she retracted her claw. She told him everything that she had gone through, that she had buried deep down into her soul.

"I've never told this to anyone." Cheshire shook her head tears in her eyes. "What does that make me Steve? What am I?" Cheshire let out a humorless laugh. "Who am I kidding, it makes me monster, that's what it makes me."

"No it doesn't." Steve said softly making Cheshire smile. "You're still the girl who risked her life more times that I can count during the war and saved just as many lives from death and fates worse than death."

"Has anyone told you how incredibly sweet you are?" Cheshire shook her head making Steve blush.

"So after you escaped where did you go?" Steve asked.

"I went to DC, opened a small book shop, collected every version of Alice in Wonderland I could…oh! And that's where I adopted my daughter." Cheshire replied, happy for the change in subject.

"Daughter?!" Steve looked at her wide eyed.

"Yeah, she was thrown out by her parents when they found her abilities. She was an early bloomer." Cheshire explained what happened. "Her name is Alice."

"Did you name her that?" Steve teased.

"No, she came with the name, thank you very much." Cheshire made a face at him. "I'm not that crazy."

"I wouldn't say that." Steve commented making them both laugh. "It's good to see you again Cheshire."

"You to Steve." Cheshire smiled.

Cheshire stayed on for the rest of the day talking with Steve and meeting a few of the other Avengers. Apparently they had had a scare with Vanessa Stark passing out, but she was fine now after some help from the very man that had tried to take over the world. Apparently they had a relationship.

Cheshire glanced up as the doors to the penthouse opened allowing Tony Stark and his daughter Vanessa to enter. Tony glanced from Steve to the woman, his eyes narrowing slightly, then lighting up in remembrance.

"I remember you from the funeral." Tony commented setting down on the couch with a glass in his hand. "Came up to me while everyone was making condolence speeches and asked if I wanted to get the heck out of there before I lost my mind in an un-fun way."

"Where did you go?" Vanessa asked as she sat down looking beyond tired as she too sat down, snuggling up against her father.

"A two greasy burger joints and five arcades." Tony grinned. "Then to a theme park, we rode the coaster until I threw up…twice."

"Had to pay my condolences in my own way." Cheshire said with a shrug, a smirk playing along her lips. "Plus most of those people…wait no…all of those people were ticking me off. I'm over ninety years old and I have never seen so many fake people in my life in one spot."

"I thought you lived in DC now." Tony commented.

"Good point." Cheshire grinned.

"Do you know Logan?" Vanessa asked.

"No, why?" Cheshire asked.

"He has the same mutation as you." Vanessa said with a shrug. "Even has the claws."

"He was called James Howlett, met him once on a mission, you were on reconnaissance with Bucky." Steve added remembering what Vanessa had told him about the mutant.

"Oh, James, yeah I know him." Cheshire said with a slightly dark look. "Can't say the two of us are on the best of terms."

"What happened?" Steve asked.

"He and his brother were working for Stryker for a time, capturing mutants for experimentation." Cheshire said making Vanessa look at her in shock. "It never seemed to set well with him and he left for a time before coming back and setting everyone free, but I'm not ashamed to say I'm holding a bit of a grudge, he wouldn't have even bothered to come back if it wasn't for his girlfriend."

"He's not like that anymore, he lost most of his memories and doesn't even know how." Vanessa said shifting uncomfortably.

"Don't worry kid, everyone has things in their past their probably not proud of. It's what they do with the present and future that matters." Cheshire said. They talked back and forth for a while before Vanessa retired for the night as did Tony then her phone went off. "Hello…I'll be home in the morning…yes I did…ok sweetheart, I'll ask him…" Cheshire put her hand over the phone. "Alice wants to know if you want to come over for dinner some time."

"I'd love to." Steve nodded with a smile.

"He said yes…ok…I'll give him the date…ok… goodnight sweetie love you…bye." Cheshire said with a smile before hanging up.

"Enjoying motherhood." Steve commented.

"So much, she's such a sweet little girl." Cheshire smiled before giving him the date of when the dinner would be and address of her home so they could talk more.


	14. Chapter 14

2012…

'Ding dong…'

"Alice get the door, that's probably Steve." Cheshire called out as she took the pot roast out of the oven.

"On it." Alice said straightening out her white bohemian style sleeveless knee length summer dress exiting the kitchen and going into the foyer opening the front door revealing Steve who stood there holding a stuffed white rabbit. "Hello, you must be Steve, I'm Alice."

"You're Alice?" Steve looked at her wide eyed at the pretty young woman standing in front of him, then his ears went red as he glanced down at the rabbit in his hands, clearly he had expected her to be much younger. "Uh…"

"I'm guessing the rabbit is for me?" Alice gave him a bright smile that he couldn't help to copy.

"Yeah, I thought you were younger by the way Cheshire described you." Steve admitted shuffling his feet nervously.

"Well no harm done, and I love it." Alice said as Steve handed her the rabbit. "A girl is never too old to accept a stuffed animal from a handsome man." Steve's ears turned bright red as she hugged the rabbit to her chest. "Thank you."

"You're welcome." Steve smiled as Alice led him into the house closing the door behind himself.

"The dining room is this way." Alice said leading him into the dining room.

"Hey Steve." Cheshire said setting the last of the food on the table.

"Hello Cheshire." Steve nodded. "Looks like you did real well for yourself."

"I got in on the ground floor for a few popular inventions and some companies like Stark Industries thanks to Howard." Cheshire said with a shrug. "You met Alice I see."

"Yeah, apparently he thought I was a little kid." Alice said giving Cheshire a look.

"Oh, I did the thing again." Cheshire said with a smile. "My bad."

"Please have a seat and help yourself." Alice gestured taking her own chair Steve taking the one across from her.

The dinner went smoothly with Steve and Cheshire regaling Alice with stories of the past well into the night. It became tradition that Steve would come over once or twice a week for dinner, Cheshire commenting that the apartment above them was empty and he should just move in to save gas. He agreed rather quickly and Cheshire was starting to think he was coming more to see Alice than anything else at times, but Cheshire knew thoughts of Peggy and the fact Alice was her daughter were holding him back.


	15. Chapter 15

Cheshire was sitting out on her fire escape her ear length curly brown hair that shimmered burgundy blowing in the breeze as she read from her favorite book of poems laughing quietly to herself; 'Where the Sidewalk Ends' had always been able to calm her down even after the roughest of days. She heard the window of the apartment above her slide open and peeked over her book with her amber brown eyes as the new owner stepped out onto the fire escape looking out over DC.

"So how do you like you're new apartment?" Cheshire smiled up at Steve.

"It's got a better view then the one I had back in Brooklyn." Steve shrugged as Cheshire hopped to her feet and swung up to Steve.

"Yeah, you're not the only one with moves." Cheshire smiled as Steve rolled his eyes shaking his head. Cheshire rested her forearms against the bar her face becoming serious. "Have you gone to see her yet?"

"No…I can't." Steve shook his head sadly.

"Steve, one of the first things I learned living so long was that the heaviest burden is regret, she talks about you quite often when I visit." Cheshire commented.

"Does she know…that I'm alive?" Steve asked.

"No, at least..." Cheshire said softly. "Have you kept up with her condition?"

"Yeah." Steve said sadly.

"I'm so sorry you had to come back to all of this." Cheshire said shaking her head.

"You had to live through it; you're the last person that should apologize." Steve said nudging her shoulder as Alice poked her head out of the window.

"There you are." Alice said looking up at Cheshire.

"Where?" Cheshire grinned making Alice roll her eyes.

"Hey, you two want to have a movie night, I got Marx Brothers and popcorn with extra butter." Alice called up.

"You are my favorite daughter." Cheshire smiled.

"I'm your only daughter." Alice replied.

"True." Cheshire nodded. "How about it Steve, you done moping for the night?" Cheshire said as she sat on the edge of the railing. "Hang out for a bit."

"Sounds good." Steve nodded as they made their way back to her apartment.


	16. Chapter 16

2014…

Cheshire was happily asleep snuggled into her blankets, Alice was off at a friend's house for a few days, when the music started up in Steve's apartment. Glancing to the clock she saw how early it was and felt a spike of extreme annoyance hit her. Snarling to herself she tried to fall back asleep, but no luck. She threw off her covers and climbed out of bed pulling on a pair of jeans over her pajama blue shorts and a long sleeved purple shirt over her black sports bra.

Going out onto the fire escape she slipped up to Steve's window and not surprised to find it unlocked considering the amounts of time they'd go to each other's apartments via the fire escape. Sliding open the door she slipped in closing the window behind her. She glanced about the room her eyes instantly finding Fury who starred back at her evenly as she assed his wounds.

'What the heck happened to you?' Cheshire signed knowing better than to talk in Steve's apartment, he still didn't believe her when she said it was probably bugged.

'Got into some trouble.' Fury signed back.

'I can see that.' Cheshire replied then silently walked over to the kitchen making no sound as she returned with a bottle of water and a large bottle of Aspirin handing it to him which he took with a thankful nod, then she used some kitchen towels to staunch his blood flow. She had had more than her fair of run ins with SHIELD. She already knew Natasha and Clint having met them here and there when she'd go on a wonder around the world, helping them on a few of their missions becoming a sort of free-lance SHIELD agent. 'Would you like to talk about it?'

'No.' He replied.

'Fair enough.' Cheshire nodded.

'When is Steve getting back?' Fury asked.

'He went to visit Peggy today, so I don't know.' Cheshire replied. 'He gets kind of depressed after his visits with her and goes on a walk about to clear his head.' Then Cheshire cocked her head to the side. 'He's here, saying hi to Kate. Nice girl, ever me her?'

Cheshire shot him a knowing look which he ignored as they waited for Steve to come in.

'When Steve comes in, don't speak, the place is bugged.' Fury ordered.

'No, really? I had no idea.' Cheshire rolled her eyes. 'I was just breaking out my sign-language for the practice.'

'You are the only person I know that can sign sarcastically.' Fury signed.

'I'm talented like that.' Cheshire replied with a grin as they heard Steve come in. He spotted Cheshire first who put a finger to her lips then nodded to Fury who sat up with a grunt of pain.

"You know, I don't remember giving you a key." Steve commented.

"You really think I'd need one?" Fury replied. "My wife kicked me out."

"I didn't know you were married." Steve said setting his shield down.

"A lot of things you don't know about me." Fury said.

"I know Nick, that's the problem." Steve said as he walked over closer turning on the lights and saw the wounds on Fury that Cheshire had seen in the dark, she sometimes forgot that it was even dark. Fury held up a hand for Steve to remain quiet as he turned off the lights again and took out his phone.

'Ears everywhere.' Fury typed into his phone showing it to Steve who glanced to Cheshire who sent him an 'I told you so' look.

"I'm sorry I had to do this, but I had no place else to crash." Fury said writing in his phone again. 'SHIELD compromised."

"Who else knows about your wife?" Steve asked as Fury stood up walking over to him.

"Just my friends." Fury replied holding up his phone again. 'You me and Cheshire."

"Is that what we are?" Steve asked him stone faced.

"That's up to you." Fury said then three short blasted through the wall and Fury. Cheshire dove covering Fury's body with her own taking two more shots that rang out then helped Steve pull him into the kitchen as the bullets in her were forced out as her wounds healed.

"What the heck was that?" Cheshire hissed as she starred around the corner.

"Don't trust anyone." Fury chocked out as he handed off a USB drive to Steve. The door was kicked in and Kate came in gun drawn.

"Captain Rogers." Kate called out and walked over to them.

"Who are you?" Cheshire growled, ready to attack.

"I'm Agent 13 of SHIELD, Special Service." Kate replied.

"You need to listen to me more often." Cheshire shot Steve a look.

"Kate?" Steve said in confusion.

"I was assigned to protect you and Cheshire." Kate said.

"On who's order?" Steve snapped.

"His." Kate said walking over to and kneeling next to Fury. "Foxtrot his down, he's unresponsive, I need EMT's."

"Steve." Cheshire motioned him over gesturing with her head to the building opposite them where a man could be seen before he ran for it.

"Do we have a twenty on the shooter?" Someone replied over the walkie Kate was using.

"Tell him we're in pursuit." Steve replied as he took off with Cheshire following.

Steve jumped out the window first then crashed through the window of the opposite building Cheshire right behind him ignoring the glass that bit into her feet the wounds quickly healing as they ran following the man who was on the roof above them. They crashed through a pair of doors vaulted off a hallway wall onto a cabinet through a glass door another pair of door slammed into a wall denting it another pair of doors, Steve using his shield like a battering ram, then crashed through a window out on the roof just behind the man.

Steve rolled and fluidly flung his shield at the man which he caught with one hand…one metal hand. The man looked at them for a split moment and Cheshire felt a shock of electricity shoot through her before the man through the shield back Steve barely catching as Cheshire ran forward looking over the edge of the building where the man had jumped Steve joining her, but there was no sign of him.

"It can't be." Cheshire breathed out.

"Can't be what?" Steve looked to her seeing her face had gone pale, something he'd never seen her do before.

"Nothing, just a bad memory from my past." Cheshire shook her head, her hands clenched. "They creep up and hit me sometimes; we should head back to your apartment."


	17. Chapter 17

Cheshire sent a text telling Alice to stay at her friend's house until she called, not knowing what was going on or who was getting targeted. Luckily she knew that the place where Alice was, was a safe haven for mutants, a school so she would be fine. She turned on her heal after getting a text back and walked back into the observation room standing next to Steve.

Neither Steve nor Cheshire looked up right away when Natasha ran into the room. They were starring through the window where Nick Fury lay fighting for his life. Cheshire had changed her bloody shirt for a black v neck quarter sleeved shirt, a black leather jacket, a purple scarf, and she had her pair of custom Cheshire Cat Nike sneakers.

"Is he going to make it?" Natasha asked.

"We don't know." Steve replied.

"Tell me about the shooter." Natasha demanded.

"He's fast. Strong." Steve said.

"Had a metal arm." Cheshire said tightly then saw the fear that shot through Natasha reflected in the glass before she hid it.

"Ballistics." Natasha said.

"Three slugs, not rifling, completely untraceable." Hill said walking up to the window.

"Soviet made." Natasha said.

"Yeah." Hill said looking to her then the nurses and Doctor started to panic as the monitor flat lined. They watched as the staff tried to bring him back as Natasha softly begged him not to die, bit he was gone. Steve walked out of the room followed by Cheshire.


	18. Chapter 18

They came to the room where Fury's body was Natasha standing next to the bed as Steve leaned against the wall behind her Cheshire starring out the window when Hill walked in.

"I need to take him." Hill said. Rogers looked to Natasha before walking over to her. Cheshire walked over to Hill who had her eyes closed trying not to cry composing herself before opening them again looking to Cheshire.

"Nick Fury was one of the very few and far between men I met in my life whom I held any respect for." Cheshire said as Hill looked to her. "Make sure whoever has the guts to try and take his job knows the size of the boots they are going to try to be filling."

"Yes ma'am." Hill said with a faint smile, Cheshire giving her a nod before walking out.

"Natasha." Steve said softly as she placed a hand on Fury's head before turning and walking out Steve following. "Natasha!"

"Why was Fury in your apartment?" Natasha demanded.

"I don't know." Steve said with a sigh, very unconvincingly.

"Cap, they want you back at SHIELD." Rumlow said walking up to them.

"Yeah, give me a second." Steve said.

"They want you now." Rumlow pressed.

"Okay." Steve replied.

"You're a terrible liar." Natasha said before walking away.

"You really are." Cheshire said with a wince. "Mind giving me a ride home, you kind of gave me the ride here, and I don't want to walk home."

"I need to go to SHIELD." Steve said.

"I'll go with you, wait in the lobby." Cheshire shrugged before walking down the hall.

"You coming with us?" Rumlow asked her.

"Well I do believe I at least have clearance for the SHIELD lobby." Cheshire said with a shrug. "Plus home is compromised and I got nowhere else to go."

"Well if you need a place to stay the night…" Rumlow smiled.

"Sorry kid, I'm no cradle robber." Cheshire rolled her eyes trying not to show the creeper feeling she was getting from him.

"I kind of like older women." Rumlow flirted as he eyed her up and down. "Especially when they look like you."

"Cute and kind of creepy, either way I have to pass. Try Linda in accounting, she has a thing for you." Cheshire commented.

"Really?" Rumlow looked surprised.

"Yep." Cheshire nodded, lying through her teeth. She had made it up, she had had no idea there was a Linda in accounting.

"Let's go." Steve said as he walked up to them.

"Yeah." Rumlow said. "STRIKE moving out."


	19. Chapter 19

Cheshire sat in the SHIELD lobby scrolling through the Harry Potter and the Goblet of Fire eBook she had on her phone humming 'Again' by Lionel Newman. She had been re-reading the series for the heck of it; it was amongst her favorite modern books. That's when she felt like she was getting closed in on, there was a man who set on her right, two more in front of her, and three who were sitting on the seats behind hers. She could smell the sweat, adrenalin, and fear rolling off of them in waves. Cheshire looked to the man to her right staring at him until he met her gaze then she grinned.

"How fine I look when dressed in rage. My enemies are fortunate my condition is not permanent. I'm lucky, too. Red eyes suit so few." Cheshire said in a sing song voice as her fangs grew then they sprang for her.

She elbowed the man on the right in the throat crushing his larynx before he could even move then slid to the ground pushing off of the chair sliding between the two men in front of her who tried to pin her down with magnetized brief case handles. She twirled around on her back kicking their legs out from under them cuffing them together with their own cuffs before standing with a twirl kicking them both in the head knocking them out.

"Down with the bloody big head!" Cheshire shouted with a wild laugh.

The three that were behind her drew their guns, but she was quicker having stolen the guns off the other agents she shot the three men making sure they weren't fatal just as there was a crash outside. Glass rained down with Steve who landed on his shield, using the distraction Cheshire ran for him shooting through the lobby window.

"You want to explain to me why I just took out a bunch of SHIELD suits." Cheshire called out as she helped Steve up.

"We need to get out of here." Steve said as they raced for the garage and grabbed his bike barely getting through the doors, but ahead of them the gate was locked down.

"You have got to be kidding me." Cheshire breathed out as a quin-jet flew in front of them.

"Stand down Captain Rogers, stand down." The gun came out. "Repeat, stand down."

"Plan?" Cheshire asked.

"Get ready to take the wheel, I'm about to jump." Steve replied racing toward the jet avoiding gun fire.

"Yes sir." Cheshire nodded when Steve grabbed his shield throwing it so it lodged in one of the turbines.

He hit the brakes propelling himself onto the jet as Cheshire slid forward riding the bike under the jet that Steve took out with his shield. He landed back on the ground in a crouched position as Cheshire whipped the bike around coming to a squealing stop one foot planted on the ground while the jet crashed.

"Let's get out of here." Cheshire said as Steve ran over jumping on the back as they drove through the broken barrier. "What the heck it going on Steve?"

"I don't know, but we need to get back to the hospital." Steve said as he drove.

"We need to ditch your uniform first; it has a tracker in it." Cheshire called out as they sped away.


	20. Chapter 20

They walked down the hall of the hospital the hoods of their jackets up trying not to gain any attention. Steve stopped at a vending machine peering in while Cheshire shot him a look.

"Really?" Cheshire said.

"It seemed like a good idea at the time." Steve replied.

"So where is it?" Cheshire asked.

"Behind the hubba bubba gum." Steve said.

"There is no hubba bubba gum." Cheshire said then they both say Natasha's reflection in the glass blowing a gum bubble before popping it. Steve turned shoving her into an empty room while Cheshire closed the door behind them peering through the blinds to make sure they weren't disturbed.

"Where is it?" Steve demanded pushing her against the wall.

"Safe." Natasha replied.

"Do better." Steve snapped.

"Where did you get it?" Natasha demanded.

"Why would I tell you?" Steve bit out.

"Fury gave it to you, why?" Natasha asked.

"What's on it?" Steve asked.

"I don't know." Natasha replied.

"Stop lying." Steve snapped.

"I only act like I know everything Rogers." Natasha replied.

"I bet you knew Fury hired the pirates, didn't you?" Steve said.

"Well it makes sense. The ship was dirty, Fury needed a way in, so do you." Natasha said.

"I'm not going to ask you again." Steve threatened.

"I know who killed Fury, and so does Cheshire." Natasha said making Cheshire whirl around. Steve looked between the two of them.

"What are you talking about?" Cheshire asked tightly.

"Most of the intelligence community doesn't believe he exists, the ones who do call him the Winter Soldier. He's credited with over two dozen assassinations in the last fifty years." Natasha said evenly.

"So he's a ghost story." Steve said.

"Five years ago I was escorting a nuclear engineer out of Iran, someone shot out my tires near Odessa." Natasha said. "We lost control and went straight over a cliff. I pulled us out, but the Winter Soldier was there. I was covering my engineer so he shot him straight through me." Natasha raised her shirt revealing an ugly scar. "Soviet slug, not rifling, bye-bye bikinis."

"Yeah I bet you look terrible in them now." Steve smarted off then looked to Cheshire. "You met him to I guess. What do you know about him?"

"He has a heck of a left hook and tried to kill me once a long time ago, the late fifties I believe, we fought for hours and I never got a name or saw his face." Cheshire said with a shrug although her eyes betrayed her, showing her anger and fear of the encounter. "Broke my left leg, right arm, five ribs fracturing three more, cracked my skull in two places, and crushed my throat with his left hand holding me pinned against a tree. He ripped off the Cheshire cat mask I was wearing over my face took one look at me then dropped me and walked away. I never found out why and I never saw him again."

"Going after him is a dead end, I know, I've tried." Natasha said holding up the USB. "Like you said, he's a ghost story."

"Well let's find out what the ghost wants." Steve said taking the USB.


	21. Chapter 21

Cheshire sat out in the parking lot of the mall her feet propped up on the dashboard of a truck she had…borrowed for their means of transportation. Steve and Natasha were in the mall finding out what was on the USB. She watched as members of STRIKE went into the mall and sent a quick angry face text to Natasha along with the letter S then took apart the phone, crushed it, and threw it out the window into some bushes.

She put the truck into drive her foot on the brake not moving until she spotted them coming out of the mall. She pulled up barely stopping as they hopped in, Steve taking the wheel as she climbed into the back Natasha the passenger side and took off.

"So where we going?" Cheshire asked.

"New Jersey." Steve replied and told her what they found on the USB while they drove.

"Where did you learn how to steal a car?" Natasha asked Cheshire.

"Nazi Germany." Cheshire replied as she lay out on the back seat. "And I perfected the technique off and on over the years."

"We're borrowing." Steve corrected them shooting the girls a look. "Take your feet off the dash and Cheshire feet off the seat."

"Yes dad." Cheshire grumbled as she sat up.

"All right. I have a question for you which you don't have to answer. I feel like if you don't answer though you're kind of answering it you know." Natasha rambled a bit.

"What?" Steve cut her off.

"Was that your first kiss since 1945?" Natasha asked gaining Cheshire's attention.

"Wait, you kissed?" Cheshire said leaning forward with a raised eyebrow.

"To get away from some members of STRIKE." Steve defended himself quickly his ears red. "That bad huh?"

"I didn't say that." Natasha said.

"Well it kind of sounds like that's what you're saying." Steve replied.

"No I didn't, I just wondered how much practice you had." Natasha said.

"You don't need practice." Steve said.

"Everybody needs practice." Natasha argued.

"It was not my first kiss since 1945." Steve said quickly. "I'm ninety five not dead."

Steve looked uncomfortable and kept glancing nervously at Cheshire.

"Why do you look so guilty?" Cheshire asked, eyes narrowed in suspicion.

"I do not." Steve said, stuttering slightly.

"You are a horrible liar." Cheshire said evenly. "Does this involve Alice?"

Steve really went red in the face as he started to stutter; luckily Natasha had pity on him.

"What about you Cheshire?" Natasha looked back to the girl who made a face changing the subject. Cheshire shot Steve one more look silently promising to continue her questioning later before answering.

"Believe it or not it's kind of hard to find someone with shared life experience." Cheshire said with a shrug, looking out the window as Steve sent her a sympathetic look. "I don't date, guys freak out when they find out I'm old enough to be their great grandmother. They tend not to like to hear the truth of me."

"Well that's all right, just make something up." Natasha said easily.

"What? Like you?" Steve replied.

"I don't know." Natasha said. "Truth is a matter of circumstance. It's not all things to all people all the time. Neither am I."

"That's a tough way to live." Cheshire commented.

"It's a good way not to die though." Natasha said.

"You know it's hard to trust someone when you don't really know who that someone is." Steve said pointedly.

"Yeah." Natasha said looking to him. "Who do you want me to be?"

"How about a friend?" Steve asked looking back.

"Well there's a chance you might be in the wrong business Rogers." Natasha replied as they pulled up to the abandoned training camp.

"This is it." Steve asked as they piled out of the truck.

"The file came from these coordinates." Natasha replied.

"So did I." Steve said looking over the familiar base where he had trained.

"What a coincidence." Cheshire commented slashing the chain that held the gate shut to pieces with her claws allowing them inside.


	22. Chapter 22

They walked through the old building the natural light almost completely gone with the setting of the sun casting an eerie ambiance around them.

"This is where I was trained." Steve commented as they looked around Natasha using her phone to scan the area.

"Change much?" Natasha asked.

"A little." Steve replied and for a moment got lost in the past.

"This is a dead end." Natasha broke him out of his thoughts. "Zero heat signatures, zero waves, not even radio."

"Whoever wrote the file must have used a router to throw people off." Cheshire said then saw Steve's look which was going right past her and Natasha. "What is it?"

"Army regulations forbid the storing of munitions within five hundred yards of the barracks." Steve said as he led them over to such a storage unit. "This building is in the wrong place."

Steve smashed the lock and let them in walking down a staircase into a hidden bunker.

"This is SHIELD." Natasha said as they looked around.

"Maybe where it started." Steve said as he opened a door leading them into a room full of shelves. Their eyes fell on three pictures that were just opposite the door.

"There's Starks father." Natasha commented.

"And Colonel Phillips." Cheshire said with a small smile.

"Who's the girl?" Natasha asked, but Steve made no reply walking away between the shelves.

Natasha looked to Cheshire who shook her head silently telling her to leave the subject be, before walking over to Steve. Suddenly Cheshire stopped taking a few sniffs of the air around them looking to a set of shelves to the right, Steve following her gaze.

"There's something back there." Cheshire said.

"If you're already working in a secret office…" Steve commented as he gripped the shelf and with Cheshire pushed it away to reveal an elevator. "…why do you need to hide the elevator?"

"SHIELD, even their secrets have secrets." Cheshire said as Natasha scanned the key pad getting the code for the elevator and opening it up. They got in riding it down to a room filled with a large very old fashioned computer that took up the whole floor. The lights came on automatically as they walked up to the control center.

"This can't be the data point. The technology is ancient." Natasha said as they looked around at the dust covered tech.

"But that's not, that's very new." Cheshire said pointing to the USB ports. Natasha walked over and plugged in the USB that Fury had given Steve causing the computer to online.

'Initiate System…'

"Y-E-S spells yes." Natasha typed in activating it. "Shall we play a game?" Natasha said in a creepy voice. "That's from a movie that was really…"

"I know, I saw it." Steve replied shooting Cheshire a look.

"Still sorry about that." Cheshire said with a wince. "I thought you'd like it more."

'Rogers, Steve, born 1918.'

'Romanoff, Natalia Alianovna, born 1984.'

'Petulengro, Anya, born 1918.'

"It knew my full name, how did it know that?" Cheshire said uneasily, she had guarded that secret pretty well so it was not common knowledge

"It's some kind of recording." Natasha said unconvincingly.

'I am not a recording Fraulein. I may not be the man I was when the Captain and Cheshire took me prisoner in 1945, but I am.' A picture of Zola appeared.

"You know this guy?" Natasha asked.

"Arnim Zola was a German scientist who worked for the Red Skull." Steve replied. "He's been dead for years.

"First correction, I am Swiss." Zola said. "Second, look around you, I have never been more alive."

"You're a bunch of wires, blinking lights, and dials left to rot in an army basement, I spill a drink in here and you're screwed." Cheshire commented with a raised eyebrow as Steve walked around the machine. "Which makes me have to ask, why?"

"In 1972, I received a terminal diagnosis, science could not save my body. My mind however, that was worth saving, on 200,000 feet of databanks. You are standing in my brain." Zola said to them.

"Kind of small…" Cheshire commented flippantly.

"How did you get here?" Steve asked.

"Invited." Zola replied.

"It was operation paperclip after WW2." Natasha said. "SHIELD recruited German scientist with strategic value."

"They thought I could help their cause. I also helped my own." Zola said.

"Hydra died with the Red Skull." Steve said.

"Cut off one head two more shall take its place." Zola shot back.

"Prove it." Cheshire challenged.

"Accessing archive, HYDRA was founded on the belief that humanity could not be trusted with its own freedom." Zola showed them the accounts of HYDRA on screen. "What we did not realize was that if you try to take that freedom they resist."

"No really." Cheshire said sarcastically.

"The war taught us much." The scenes changed to Steve, Cheshire, and the howling commandoes. "Humanity needed to surrender its freedom willingly. After the war SHIELD was founded, and I was recruited. The new HYRDRA grew, a beautiful parasite inside SHIELD. For seventy years HYDRA has been secretly feeding crisis, reaping war, and when history did not cooperate, history was changed."

"That's impossible, SHIELD would have stopped you." Natasha said.

"Accidents will happen." Zola replied showing Howard Stark's death as well as Fury's. "HYDRA created a world so chaotic that humanity is finally ready to sacrifice its freedom to gain its security. Once a purification process is complete, HYDRA's new world order will arise. We won, Captain." Zola smiled. "Your death amounts to the same as your life, a zero sum." Steve punched the main screen shattering it, but Zola appeared in another. "As I was saying…"

"What's on this drive?!" Steve demanded.

"Project Insight requires insight." Zola replied. "So I wrote an algorithm."

"What kind of algorithm? What does it do?" Natasha questioned.

"The answer to your question is fascinating." Zola answered. "Unfortunately you shall be to dead to hear it."

The doors closed and locked behind them, Steve tried to stop them with his shield, but had no luck as it bounced back to him. Then Natasha got a beep from her phone.

"Guys, we got a bogey, short range ballistic." Natasha said reading off her phone. "30 seconds tops."

"Who fired it?!" Cheshire snapped.

"SHIELD." Natasha answered.

"I am afraid I have been stalling, captain." Zola said triumphantly. "Admit it, it's better this way, we are all of us out of time."

Steve ripped the grating off the floor revealing a hole which they all jumped into. Steve used his shield to cover them and Cheshire made sure that she was covering Natasha knowing Steve and she had the better chance of surviving the attack. The blast roared over them as Steve yelled straining to hold up is shield. Cheshire reached up bracing the shield as well keeping her free arm tightly around Natasha while debris rained down on them.

Steve and Cheshire pushed their way through the debris once it had settled finally breaking through to the outside. Steve poked his head out of the hole looking around as Cheshire checked on Natasha.

"Natasha is pretty banged up." Cheshire said as he came back lifting Natasha into his arms. "They're going to be looking for bodies Steve."

"Then let's get out of here." Steve said as they made their way out as fast as they could keeping on the lookout for the enemy.

"Where are we going to go?" Cheshire asked.

"I have a place in mind." Steve replied and that's when they heard the sound of approaching ships and saw the search lights. They quickly ran before they got to them, just barely evading capture.


	23. Chapter 23

They walked up to a suburban home, the early morning sun just coming up, and knocked on the door their eyes glancing around for any sign of trouble. The door was soon answered by a man who was still in his jogging clothes having just been on a run.

"Hey man." The man said.

"I'm sorry about this; we need a place to lay low." Steve said in exhaustion.

"Everyone we know is trying to kill us." Natasha added.

"Not everyone." He replied letting them in and closing the door and blinds behind them.

Once inside he led them to the restroom where they could clean up and started to get them something to eat. Steve was using the sink, Natasha was sitting on the edge of the bed drying her hair, and Cheshire was lying across the bed starring up at the ceiling fighting the urge to contact Alice as she hummed 'Again'.

"You ok?" Steve asked noticing Natasha's pensive look.

"Yeah." Natasha said, Steve obviously not believing her walked over sitting in front of her.

"What's going on?" Steve asked. Natasha glanced from Steve to Cheshire before answering.

"When I first joined SHIELD I thought I was going straight." Natasha said. "But I guess I just traded in the KGB for HYDRA." Natasha struggled for a moment sighing softly. "I thought I knew whose lies I was telling, but I guess I can't tell the difference anymore."

"There's a chance you might be working for the wrong business." Steve commented making Natasha smile a little.

"I owe you one, both of you." Natasha said to them.

"It's okay." Cheshire waved her off.

"If it was the other way around, and it was down to me to save your lives, now be honest with me, would you trust me to do it?" Natasha asked pensively.

"I would now." Steve said and Natasha looked shocked. "And I'm always honest."

"So would I, and I'm almost always honest to…more or less…depending on the situation." Cheshire smarted off getting a bit of a laugh off of Natasha and Steve just shook his head at her. "Well we can't all be boy scouts."

"Well you both seem pretty chipper for somebody who just found out they died and lived for nothing." Natasha looked to Steve and Cheshire.

"Well, I guess I just like to know who I'm fighting." Steve replied as Cheshire shrugged.

"I made breakfast." Sam said as he walked in. "If you guys eat that sort of thing."

"Oh in abundance my new friend, in abundance." Cheshire said flipping off of the bed and following him out of the room along with the others.


	24. Chapter 24

"So, the question is, who at SHIELD could launch a domestic missile strike?" Natasha questioned as they sat in the kitchen after breakfast was done.

"Pierce." Steve replied.

"Who happens to be sitting on top of the most secure building in the world." Natasha said.

"But he's not working alone, Zola's algorithm was on the Lemurian Star." Steve said.

"So was Jasper Sitwell." Natasha said.

"So the real question is how do the three of the most wanted people in Washington kidnap a SHIELD officer in broad daylight?" Cheshire asked.

"The answer is you don't." Sam said walking over and throwing a file on the table.

"What's this?" Steve asked as they looked over the files.

"Call it a resume." Same replied.

"Is this Bakhmala?" Natasha asked picking up one of the pictures. "The Khalid Khandil mission, that was you?" Sam nodded. "You didn't say her was a para-rescuer."

"Is this Riley?" Steve asked looking at the picture of the two men.

"Yeah." Sam replied.

"I heard the couldn't bring in the choppers because of the RPGs." Natasha said.

"What did you use? A stealth chute?" Cheshire asked.

"No." Sam pulled out another file that had FALCON printed on it. "These."

"Oh wow." Cheshire said as she looked at the file over Steve's shoulder. "I want one."

"I thought you said you were a pilot." Steve commented.

"I never said pilot." Sam replied.

"I can't ask you to do this Sam." Steve said. "You got out for a good reason."

"Dude, Captain America and one of the original Howling Commandoes needs my help. There's no better reason to get back in." Sam said.

"Where can we get our hands on one of these things?" Steve asked.

"The last two are at Fort Meade." Sam answered. "Behind three guarded gates and 12 inch steel walls."

"Shouldn't be a problem." Steve said after exchanging looks with the girls.


	25. Chapter 25

Cheshire watched as Sam talked to Sitwell listening on her own phone.

"Yes sir." Sitwell answered the phone.

"Agent Sitwell, how was lunch? I hear the crab cakes here are delicious." Sam said into the phone.

"Who is this?" Sitwell demanded.

"The good-looking guy in the sun-glasses, your 10 o clock." Sam answered and Sitwell looked in the opposite direction. "Your other 10 o clock." Sitwell turned spotting Sam. "There you go."

"What do you want?" Sitwell asked.

"You're going to go around the corner to your right. There's a grey car two spaces down. You and I are gonna take a ride." Sam replied.

"And why would I do that?" Sitwell smirked.

"Because that tie looks really expensive and I'd hate to mess it up." Cheshire said over the phone as she pointed the laser sight she had in hand at Sitwell's chest. She had picked it up when they were at the base getting Sam's gear. "Better make your decision quick, my finger is getting twitchy." Sitwell quickly did as he was told almost running for the closest grey car which was also the wrong one. "Two down you moron."


	26. Chapter 26

They took Sitwell to a reasonably tall building overlooking the cityscape Steve roughly pushing him out onto the roof causing him to fall to the ground.

"Tell me about Zola's algorithm." Steve ordered as Sitwell scrambled up putting his glasses back on.

"Never heard of it." Sitwell replied as Steve Natasha and Cheshire advanced on him.

"What were you doing on the Lemurian Star?" Steve questioned.

"I was throwing up, I get sea sick." Sitwell answered backing up till his legs hit the edge and he was forced to stop almost falling back till Steve caught him by the lapels. "Is this little display meant to insinuate that you're going to throw me off the roof? Because it's really not your style Rogers."

"You're right, it's not." Steve agreed then stepped aside. "It's hers."

Natasha kicked him off the roof and he went down screaming.

"Steve, are you and Alice dating?" Cheshire asked suddenly as she eyed him.

"I…well…" Steve stuttered.

"Oh my…and you didn't tell me?!" Cheshire snapped.

"We were going to." Steve replied just as Sam shot up with a screaming Sitwell in hand dropping him on the ground then landed himself his wings folding back up into the pack.

"We will continue this discussion later." Cheshire pointed to him as Natasha laughed a little. They all walked up to Sitwell who was cowering on the ground.

"Zola's algorithm is a program for choosing insights targets." Sitwell said quickly as he scrambled back.

"What targets?" Steve demanded.

"You, a TV anchor in Cairo, the undersecretary of defense, a high school valedictorian in Iowa city, Bruce Banner, Steven Strange, Vanessa Stark, anyone who's a threat to HYDRA, now or in the future." Sitwell answered.

"In the future? How could I know?" Steve asked and Sitwell started to laugh.

"How could it not?" Sitwell scoffed as he stood up. "The twenty first century is a digital book. Zola taught HYDRA how to read it." Everyone stared at him. "Your back records, medical histories, voting patterns, emails, phone calls, your damn SAT scores! Zola's algorithm evaluates people past to predict their future."

"And then what?" Steve asked.

"Oh my god." Sitwell said as he seemed to come to a realization. "Pierce is going to kill me."

"What then?" Steve demanded as Sam held Sitwell.

"Then the Insight Helicarriers scratch people off the list, a few million at a time." Sitwell said much to their horror.


	27. Chapter 27

"HYDRA doesn't like leaks." Sitwell said as they drove down the highway.

"So why don't you try sticking a cork in it." Sam snapped.

"Insights launching in 16 hours." Natasha said. "We're cutting it a little bit close here."

"Makes it more dramatic when we win." Cheshire commented.

"We'll use him to bypass the DNA scans and access the hellicariers directly." Steve said.

"What? Are you crazy? That is a terrible idea." Sitwell said then there was a thud on the rood. Suddenly a metal arm burst through the window snatching Sitwell and throwing him into oncoming traffic with a splat.

"Crap." Cheshire growled shoving Natasha into the front seat as bullets rained down, a one hitting Cheshire in the skull with a metal clang.

"Cheshire!" Steve called out.

"I'm fine." Cheshire snapped as the bullet fell out with the healing of her wound.

Steve forced the car into park causing a sudden stop that flung the Winter Soldier to the ground in front of them. He used his metal arm to bring him to a stop digging it into the concrete road. He slowly stood up facing them and Natasha got ready to shoot him when a black hummer hit them from behind causing her to drop her gun.

The hummer pushed them forward straight into the Winter Soldier who jumped onto the roof again causing the back window to shatter then his metal arm shot through the roof grabbing the wheel and pulling it out.

"S***!" Sam yelped.

"I'm going to get some air real quick." Cheshire snarled and swung out of the side back window and up onto the roof kicking the assassin back onto the hummer.

She landed on the roof in a crouched position her claws digging into the roof to maintain her balance. She pulled out her gun opening fire on the hummer which rammed into them hard sending the car into the guard rail causing it to flip. Cheshire jumped for it rolling along the ground until she finally came to a stop on her back with a deep groan. She looked over to her side where she was relieved to see the others had made it out.

Cheshire stumbled to her feet ignoring the pain of her rapidly healing wounds as she ran over to Steve and Natasha only to get cut off by a rocket. Steve barely had time to push Natasha aside before taking the hit to his shield causing him to be blasted back over the bridge and into a bus which promptly crashed.

"Steve!" Cheshire screamed, but she had no time to go check on him as bullets were fired in rapid succession at them. She dived over grabbing Sam and pushing him behind a car while Natasha ducked behind another. "You got a weapon?"

"Just this knife." He replied holding up said knife. "Can't you just run out there and take them out, I thought you were bullet proof or something."

"What?! No, I just heal fast, but if I get enough damage it will knock me out." Cheshire replied glancing over the car at the advancing men. "Move!"

Cheshire pushed Sam away as the car was riddled with bullets then the car Natasha was behind blew up thanks to Winter causing her to jump the median into oncoming traffic. Cheshire darted across the median as well grabbing her and picking her up easily dodging the cars until they made it to the other side.

"We're going to have to jump." Natasha said bringing out her compact grabbling hook.

"Oh joy." Cheshire called out as they leaped over the bridge, Natasha swinging to safety as Cheshire landed hard rolling to her feet shaking off the impact just as a car exploded over them.

They ran under the bridge Natasha stopping short and pointing out the shadow of the Winter Soldier. Waiting for the right moment Natasha fired up at him forcing him back before he could open fire on the bus Steve was in. Cheshire and Natasha took up a new position waiting for the Winter Soldier to show himself. He fired at where he last saw Natasha, but she opened fire from her new position gaining his attention and his many, many bullets.

"I think we should run now, give Steve a chance to recover." Cheshire said as they were forced back by the bullets. They ran through the streets weaving through the panicked people until Natasha stopped Cheshire.

"I have a plan." Natasha said taking out her phone.

"Is it a good one?" Cheshire asked.

"It's a plan." Natasha answered.

"That's good enough for me." Cheshire replied as they put the plan into action.

They stayed completely quiet as a police car blew up with one shot from the Winter Soldier as he walked down the street looking for them. Then Natasha's phone started to play a pre-recorded message gaining his attention. He leaned down rolling a bomb under the cars over to the source of her voice then waited for her to run, gun ready.

The car blew up and Cheshire attacked from behind fighting off the insane metal armed man who growled in frustration as she matched him hit for hit. Cheshire just smirked trying to keep him off guard, especially when she blocked his metal arm with her arm getting a muffled clang of metal on metal which seemed to stun the man. She unsheathed her claws and really started going at him managing to rake across his chest ripping the material, but he ducked back before she could hit skin.

He kicked her back hard into a car caving it in and was about to open fire when Natasha attacked him kicking his gun aside and wrapping a wire around his throat. He managed to block the wire so she couldn't choke him and backed her into a car then grabbed her with his metal arm throwing her over his shoulder into a car.

He grabbed his gun only to come face to face with a roaring Cheshire attacking him with a flurry of punches and kicks giving Natasha time to recover. He grabbed her arms locking them together against his chest. Cheshire head-butted him away from herself making him stumbled back in shock out how hard her head was.

"I always win with a head butt." Cheshire smirked knocking her head with a metal clink allowing Natasha the opportunity to throw one of her electric disks sticking it to his arm shocking it into submission. Cheshire ran over to Natasha helping her up and running down the street.

"Get out of the way! Stay out of the way." Natasha called out as they ran. Suddenly a bullet shot through the air and a car hitting Natasha in the shoulder.

"Crap!" Cheshire snapped pulling Natasha behind a car. "Where?"

"Shoulder." Natasha replied.

"Damn, stay down." Cheshire ordered as she looked around for the Soldier only for him to jump up on the car next to them.

Cheshire rolled covering Natasha's body with her own waiting for the bullets that never came, Steve ran forward up the car taking a hit from the metal arm to the shield causing a bell tone to resound through the air before the Soldier drop kicked him back. Cheshire turned from the fight back to Natasha taking the scarf from around her neck and pressing it to Natasha's wound.

"Try not to bleed out, ok?" Cheshire said as Natasha nodded with a grimace. "Good, I'm going to go beat the crap out of Frosty Flake."

Cheshire darted around the cars watching as Steve fought off the Soldier waiting for the right moment to strike, getting closer without their notice with every move. It wasn't till Steve was hit over the hood of a car that she had an opening and took it.

"My turn!" Cheshire snapped using the hood like a pommel horse and kicking him back as he tried to jump down on Steve fist raised then she flipped back as the soldier hit the ground hard. She quickly helped Steve to his feet. "Up you get."

"Natasha?" Steve asked.

"Gunshot wound to the shoulder, should be fine, but she needs medical…" Cheshire was cut off as the soldier rushed them catching Cheshire in the stomach forcing her back them slamming Steve into a van drawing a knife as he did. He tried to stab Steve only succeeding in slicing the van toward the back.

Cheshire recovered round house kicking the back of his head causing him to whirl around grabbing her around the throat and flinging her back. She rolled along the ground stopping in a crouched position her hand going to her throat, her eyes wide. She looked up to where the Soldier had in his grip her most prized possession.

"Give that back." Cheshire roared charging at him trying to grab her locket at the same time trying to punch the heck out of him giving Steve the opportunity to grab his shield. "GIVE THAT BACK NOW!"

The Soldier threw Cheshire to the side maintaining his hold on the locket just as Steve used his shield wedging it between the plating of the metal arm then whacked the soldier in the face with it and then grabbed him by the jaw flipping him over his shoulder, the soldier mask falling to the ground. Steve quickly helped Cheshire to her feet both of them ready to face off against the soldier again. Slowly he stood back to his feet, Steve and Cheshire tensed, ready to continue the fight, but then he turned around.

"Bucky?" Steve breathed out.

"Who the hell's Bucky?" The soldier replied with a narrowed look.

"That's not possible." Cheshire shook her head starring at Bucky as her mouth hung open in shock. She felt as though all of the blood and energy had drained from her body, for the first time in her life she felt the weight of her age settling on her shoulders and it made her knees buckle. "You died."

The soldier looked between them for a moment, his eyes slightly panicked before drawing another gun only to get whacked in the back by Falcon who swooped down from the sky. Bucky stood back up looking to Steve and Cheshire looking even more panicked as he raised his gun again. On instinct alone Cheshire grabbed Steve pulling him down as a rocket went over their heads hitting the car next to the soldier and when the smoke cleared he was gone.

The sounds of sirens filled the air as they were surrounded by STRIKE and forced to the ground, Steve and Cheshire too shocked to fight back even when a gun was pressed against their heads. Everything was muffled to Cheshire, the blood rushing in her ears seemed to drown out everything else then all was silent as she felt herself shut down.


	28. Chapter 28

They were all forced into the back of a hummer their hand and upper arms incased in metal cylinders across their stomachs. Cheshire rolled her jaw around a bit then puckered her lips spitting out a bullet that fell to the ground with a clink.

"Did you just spit out a bullet?" Sam looked at her wide eyed.

"Yeah, it was working its way up my neck." Cheshire said with a shrug, her eyes glazed over, detached in a way from everything around her. "That was the last one…I think."

"It was him." Steve said. "He looked right at us and he didn't even know us."

"How is that even possible? It was like seventy years ago or is he like Cheshire to." Sam said.

"Zola." Cheshire spat.

"Bucky's whole Unit was captured in 43, Zola experimented on him. Whatever he did helped Bucky survive the fall." Steve said. "They must have found him and…"

"None of that's your fault Steve." Natasha said groggily.

"Even when I had nothing I had Bucky." Steve said looking down.

"She's right though, it's not your fault Steve, it's mine. You were frozen for 70 years while I was still alive." Cheshire snarled. "I fought him before; I should have known somehow, I should have…"

Everything fell into silence for a time until Sam noticed Natasha's parlor.

"We need to get a doctor in here now." Sam said looking to the two guards who rode with them. "If we don't put pressure on that wound she's going to bleed out here in the truck."

One of the guards drew their electric baton pointing it threateningly at Sam before using it on his comrade then kicking him into unconsciousness.

"Ah…that thing was squeezing my brain." Hill said as she took off her helmet then she looked to Sam. "Who is this guy?"


	29. Chapter 29

They pulled up in front of a large abandoned looking dam and piled out of the van, Steve helping Natasha down. Hill led them inside through a metal bar door then down a really long hallway.

"GSW. She's lost at least a pint." Hill called out as a man in glasses ran toward them.

"Maybe two." Sam added.

"Let me take her." The man said.

"She'll want to see him first." Hill replied.

"See who?" Cheshire asked, but Hill didn't answer instead leading them onto some plastic curtains that she shoved aside to reveal Nick Fury sitting up in a hospital bed.

"About dam time." Fury said as they stared at him in shock.

"Really Fury? Dam puns in a dam." Cheshire shook her head with a small tired smile making Fury smirk. "I expected better from you."

"Lacerated spinal column, cracked sternum, shattered collarbone, perforated liver, and one hell of a head ache." Fury listed off as the Doctor got to work on Natasha patching her up.

"Don't forget the collapsed lung." The Doctor said.

"Let's not forget that." Fury mumbled. "But otherwise I'm good."

"They cut you open, your heart stopped." Natasha said.

"Tetrodetoxin B. Slows the pulse to one beat a minute." Fury told them. "Banner developed it for stress, didn't work out for him, but we found a use for it."

"Why all the secrecy, why not just tell us?" Steve asked.

"Any attempt on the director's life had to look successful." Hill replied.

"Can't kill you if you're already dead." Fury said. "Besides I wasn't sure who to trust."

Cheshire could clearly see the hurt on Natasha's face, but didn't have the strength or drive at the moment to try to do something.

"Glad you're still kicking Fury." Cheshire said before she turned on her heel walking for the exit. There was a forest around this place and she needed to think. Exiting the dam she found the nearest tall tree and climbed up into its branches settling herself down as she overlooked the landscape. Slowly she closed her eyes and lost herself to the memories.

She could almost feel his hand slipping around her waist as hers slid up his arm resting on his shoulder her fingers brushing against his neck. He took her free hand in his holding it in such a way that the back of her hand was pressed against his chest while they swayed in time to the beautiful song 'Again' by Lionel Newman. She laid her head on his shoulder as he rested his cheek on the top of her head both of them lost in each other.

Slowly Bucky pulled back as she looked up at him their eyes meeting softly before he dipped down kissing her gently, his lips caressing hers begging for entrance which she gladly gave intensifying their kiss. It was like fire and ice all at one running over them, feeling them up to the brim with electrifying feelings that lingered long after they had pulled apart.

"I love you." Bucky said as they rested their forehead against each other's.

"I love you as well." Cheshire savored the words as it had been the first time he had said to her and she to him. Because of their exchanging of these words for the first time 'Again' became their song. It had been the best night of her life, but the next week had brought tragedy, almost more than she could stand.

Shaking her head of the thoughts she climbed back down from the tree and walked back to the dam where she found Steve standing starring out at their surroundings. She didn't speak nor did he as she sat on the edge of the dam.

"He's going to be there you know." Sam said as he walked up to them.

"We know." Steve replied for them.

"Look whoever he used to be and the guy he is now, I don't think he's the kind you save, I think he's the kind you stop." Sam said to them.

"I don't know if I can do that." Steve replied darkly as Cheshire hung her head low biting her lip.

"Well, he might not give you the choice." Same said. "He doesn't know you, either of you."

"He will." Cheshire said raising her head to look at Sam.

"Gear up, it's time." Steve said and walked away, Cheshire jumping down from the ledge and walking with him.

"You gonna wear that?" Sam asked.

"No, if you're going to fight a war, you got to wear a uniform." Steve replied.

-0-

Cheshire effortlessly snuck into the museum ghosting past an elderly security guard wincing slightly at the trouble she knew she was getting him into. It was almost child's play grabbing Steve's uniform from the manikin and stuffing it into her bag especially since Hill took care of the security protocols for her.

She paused a moment starring at Bucky's uniform which was right next to hers before running around the corner just as the elderly security guard came in.

"Oh man, I am so fired." Cheshire heard him say before she ran for the exit.


	30. Chapter 30

"And how was your flight?" Pierce asked the council unaware that Cheshire had replaced the female member, easily slipping in thanks to the SHIELD tech mask that hid her features perfectly. Hill and Natasha were headed to the control room while Sam and Steve would be in the heat of the battle.

"Lovely." Cheshire replied, the voice of the council woman replacing her own. "The ride from the airport less so."

"Sadly SHIELD can't control everything." Pierce replied. "Including Captain America." A soldier walked up to them offering something to Pierce. "This facility is biometrically controlled." He handed out tags to them. "This will give you unrestricted access."

-0-

"I know the road hasn't exactly been smooth and some of you would gladly kicked me out of the car along the way." Pierce said not knowing how true his words were for Cheshire. "Finally, we're here and the world should be grateful."

Pierce held up his glass the other copying and were about to take a sip when the speakers activated.

"Attention all SHIELD agents, this is Steve Rogers. You've heard a lot about me over the last few days. Some of you were even ordered to hunt me down, but I think it's time you know the truth. SHIELD is not what you thought it was, it has been taken over by HYDRA. Alexander pierce is their leader." Everyone in the room turned to Pierce at Rogers announcement. "The STRIKE and insight crew are HYDRA as well. I don't know how many more, but I now they're in the building. They could be standing right next to you." Pierce took out his phone unbeknownst to the others in the room. "They almost have what they want. Absolute control, they shot Nick Fury, and it won't end there. Of you launch those helicarriers today, HYDRA will be able to kill anyone that stands in their way, unless we stop them." Steve said. "I know I'm asking a lot, but the price of freedom is high, always has been and it's a price I'm willing to pay and if I'm the only one then so be it, but I'm willing to bet I'm not."

"You smug son of a b****." One of the councilor members said as the STRIKE team came in.

"Arrest him." The Arabic councilor ordered them only to get the gun pointed at himself.

"I guess I've got the floor." Pierce said with a smirk. Cheshire looked out the window and saw the Hellicarriers raising into the air and sent a silent prayer to Steve and Sam her anxiety lifting when she saw the weapons.

"Let me ask you a question." Pierce said coming away from the window looking to the Arabic councilor. "What if Pakistan marched into Mumbai tomorrow and you knew that they were going to drag you daughters into the soccer stadium for execution." Pierce offered him a drink which he took. "And you could just stop it with a flick of the switch, wouldn't you? Wouldn't you all?"

"Not if it was your switch." He threw the glass away shattering it on the ground, pierce smirked as he took a gun from one of the officers and pointed it at the councilor. Cheshire struck kicking Pierce in the leg then punching him in the face. Moving swiftly she took out the rest of the STRIKE members with grace and ease using their on weapons against them in non-lethal ways until they littered the ground. Then she stood to her feel gun pointed directly at Pierce who starred at her in shock as she removed her holo-mask and wig.

"I'm sorry, did I step on you moment?" Cheshire asked sarcastically before looking to the councilors. "Pick up a weapon and keep an eye on this scum bag, I got some things to get out to the world."

The members did as they were told as Cheshire started to work on the computer bringing up all SHIELD/HYDRA's files.

"What are you doing?" A councilor asked.

"She's disabling security protocols and dumping all the secrets onto the internet." Pierce answered.

"Including HYDRA's." Cheshire mumbled as she worked.

"And SHIELDS's." Pierce added. "If you do this none of your friends pasts will remain hidden, what will the world think of Natasha Romanoff. Do you think you're ready for the world to see you all as you really are?"

"Are you?" Cheshire asked with a smirk as she continued typing, but then a block came up.

"Disabling the encryption code is an executive order." Pierce smirked. "It takes two alpha level members."

"Don't worry sweetheart." Cheshire crossed her arms as a helicopter landed outside. "I got a friend coming in."

Nick Fury jumped out of the copter and strode in leveling a dark look at Pierce.

"Did you get my flowers?" Pierce asked. "I'm glad you're here Nick."

"Really?" Nick asked darkly as he walked up to Pierce. "Because I thought you had me killed."

"You know how the game works." Pierce replied.

"So why make me head of SHIELD?" Nick asked.

"Because you were the best and most ruthless person I ever met." Pierce said.

"I did what I did to protect people." Fury said evenly.

"Our enemies are your enemies, Nick." Pierce said. "Disorder, war, it's just a matter of time before a dirty bomb goes off in Moscow or an EMP fries Chicago. Diplomacy? A holding action, Nick, a band-aid and you know where I learned that, Bogota. You didn't ask you just did what had to be done. I can bring order to the lives of seven billion people by sacrificing 20 million. It's the next step Nick, if you have the courage to take it."

"No, I have the courage not to." Nick replied as he grabbed pierce pulling him over to the scanner and Cheshire brought it up.

'Retinal Scanner Active.' Cheshire walked over holding up a gun to Pierce's head.

"You don't think we've wiped your clearance from the system?" Pierce scoffed.

"I know you erased my password, probably deleted my retinal scan, but if you want to stay ahead of me Mr. Secretary…" Nick raised his eye patch showing his scared eye. "you need to keep both eyes open."

'Alpha level confirmed, encryption code accepted.' The computer said as it scanned them. 'Safeguards removed.'

"Done." Cheshire said as she held up her phone raising an eyebrow. "And it's trending."

Suddenly the council members called out in pain as Pierce activated their tags before they fell to the ground dead. Cheshire pulled her gun turning it on Pierce.

"Unless you want a two-inch hole in your sternum, I'd put that gun down." Pierce said, but Cheshire looked non-plussed, her gun staying raised. "That was armed the moment you pinned it on."

Cheshire looked down at the badge then back to Pierce with a raised eyebrow.

"You really don't know anything about me do you?" Cheshire said then a malicious grin spread across her features, fangs fully barred.

"I will press it." Pierce threatened holding up his phone glancing to Fury who looked at him calmly showing no signs of distress.

"Then do it and I will give you a surprise you will never forget for as long as you live…which won't be much longer if I have my way." Cheshire started to laugh a laugh just on the edge of insanity, close to teetering over the edge, even Fury felt a small shiver of discomfort race up his spine.

Pierce pressed the button and the device did light up. Cheshire let out a grunt of pain before reaching up and tearing the device off. The hole it made through her shirt revealed her skin already healing over the adamantium ribs as Peirce stared in horrified shock.

"A mutant." Pierce gasped out.

"Now what to do with you?" Cheshire smiled looking to Fury who eyed Pierce in disgust then he looked to Cheshire.

"He's all yours." Fury replied walking to the helicopter.

"Oh goody." Cheshire grinned as she extended her claws and licked her lips, her fangs poking out. Fury didn't even turn around as he heard Pierce plead for his life, explaining how this was for the benefit of mankind. Cheshire stalked forward listening to his pleas, relishing them as she allowed a darker side of herself to take over. A few sharp jabs of her claws in various places on Piece's body leaving him immobile as he screamed in pain before falling to the ground. "You know what's funny, even if this really was for the bettering of mankind I'd still slowly painfully excruciatingly kill you, do you want to know why?" Cheshire stalked forward as he backed up stumblingly against a wall. She reached out her claws barely touching his face. "No one hurts my man and lives."

"Captain America is a…." Pierce started, but Cheshire cut him off.

"No, not Steve, I'm talking about Bucky or as you know him, the Winter Soldier." Cheshire growled pressing her claws into his skin, blood starting to trickle down his face. He tried to escape, but Cheshire forced him to stay in place jabbing her free hand into his shoulder. "Maybe I should introduce myself. My name is Cheshire, I am over ninety years old, I have fought in countless wars, and loved only one man in ways a flea like you could never comprehend, but he was taken him from me then you kept him from me and that was a mistake."

"Please…" Pierce begged as Cheshire pressed harder.

"Begging are we, I like it, do it again." Cheshire raked her claws slowly down his face.

"Please…" Pierce screamed harder as one of her claws hovered over his eye.

"Once more." Cheshire said in a deranged sing song voice.

"Please!" Peirce shouted as her claw dug into his eye.

"No." Cheshire laughed then forced her claws into his skull where she fisted her hand into his brain as he screamed horrifically then pulled them out with a bloody splatter, chunks of skull scattering along the ground. Cheshire dropped the bits of brain on the floor then wiped her hands clean on his shirt before standing up.

"Cheshire." Fury said over his comm. "One of the carriers is about to crash into this building, we need to go."

"On my way boss." Cheshire replied as she ran over to the helicopter that took off as soon as she entered. She ripped off the dress she had been wearing pulling on a complete black high neck cat-suit with boots in a matter of moments. "Did you bring it?"

"Right here." Fury handed over a pair of wings like Falcons.

"Thank you." Cheshire said strapping them then jumping out of the plane taking off to the carrier that had Steve in it, the very carrier that was crashing into the building she had just escaped. "Steve? Can you hear me?" Nothing. "Cap, I swear if you're dead I'm going to kill you."

Cheshire felt her anger spike knowing that she was losing her friend and the man she loved all over again and it was killing her, she was just as useless now as she was then.

That's when she saw Steve fall out of the carrier amongst the debris and was about to dive in for him when she saw Bucky hit the water swimming for Steve. Cheshire skimmed over the water to where Bucky had grabbed Steve hauling him out of the water and pulling him to shore. Cheshire landed on the shore throwing off her wing pack and waded out helping him to drag Steve in. She kneeled next to Steve on the shore checking over his wounds relieved to see that he would be ok as Bucky hesitated before turning to walk away.

"Wait." Cheshire called out desperately, Bucky turning slightly toward her eyes downcast. "Will we see you again?"

"I…don't know. I need to know what's real and what's not." He replied stiffly before meeting her gaze. He reached into his pocket taking out the locket and holding it out to her. She reached up taking it, their hands lingering around it together. "Goodbye…Anya."

With that he turned and raced off amazingly fast for an injured man. Cheshire let out a shuddering sigh clutching the locket to her chest holding back her tears. She looked back to Steve hoisting him up fireman style and trudging out of the woods in the general direction of what she hoped would be help.


	31. Chapter 31

Alice knocked on the hospital door before walking into Steve's room.

"Hey Steve." Alice said softly as she walked in with a smile.

"Hey Alice." Steve smiled. Even with the super serum, bullet wounds were nothing to sneeze at. She walked over taking Sam's usual seat and sat down her back pack.

"How are you?" Alice asked in concern.

"I'm on the mend." Steve replied with a shrug and a wince.

"I made you a care package, brought you an extra blanket cause the ones here are useless at retaining body heat, a couple of books, an iPod with your favorite music which I'll will show you how to use along with its dock." Alice listed off as she dug through the back pack she had brought with her. She sat the books on the table along with the iPod and dock then spread the blanket out over Steve's legs.

"Thanks Alice." Steve said gently slipping his hand into hers, both of them blushing. "How's Cheshire? Will she be stopping by later?" Alice's face fell as she bit her lip, sure sign of her nerves instantly putting Steve on alert. "Alice where's Cheshire?"

"She…she…" Alice took a deep breath slowly letting it out. "She's gone Steve, didn't say where she was going, why she was going, or when she'd be back. She told me to tell you not to worry."

Steve let out a sigh, not as surprised as he probably should have been. There were only two reasons why he thought she was going. Either she was going after Bucky or going after the ones who hurt him or maybe both. He looked up to Alice who met his eyes with a worried look. He gently tugged her forward so that she was on the bed as well and wrapped his arms around her in a comforting hug.

"It'll be ok; she knows how to handle herself." Steve said softly as he stroked her hair.

"I know." Alice nodded snuggling up against him.


End file.
